10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	June 30, 2024

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                      to

Commission file number 001-35721

DELEK LOGISTICS PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware			45-5379027
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
310 Seven Springs Way, Suite 500	Brentwood	Tennessee	37027
(Address of principal executive offices)			(Zip Code)

(615) 771-6701

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Units Representing Limited Partnership Interests	DKL	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

At August 1, 2024, there were 47,229,951 common limited partner units outstanding.

Table of Contents

Delek Logistics Partners, LP

Quarterly Report on Form 10-Q

For the Quarterly Period Ended June 30, 2024

PART I. FINANCIAL INFORMATION				PART II. OTHER INFORMATION
3	Item 1. Financial Statements (unaudited)			42	Item 1. Legal Proceedings
	3	Condensed Consolidated Balance Sheets
	4	Condensed Consolidated Statements of Comprehensive Income		42	Item 1A. Risk Factors
	5	Condensed Consolidated Statements of Partner's Equity (Deficit)
	6	Condensed Consolidated Statements of Cash Flows		43	Item 5. Other Information
	7	Notes to Condensed Consolidated Financial Statements
		7	Note 1 - Organization and Basis of Presentation	44	Item 6. Exhibits
		8	Note 2 - Related Party Transactions
		10	Note 3 - Revenues	46	Signatures
		11	Note 4 - Net Income Per Unit
		11	Note 5 - Long-Term Obligations
		13	Note 6 - Equity
		14	Note 7 - Equity Method Investments
		14	Note 8 - Segments
		16	Note 9 - Commitments and Contingencies
		16	Note 10 - Subsequent Events
18	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	28	Summary of Financial and Other Information
	29	Results of Operations
		29	Consolidated
		32	Gathering and Processing
		34	Wholesale Marketing and Terminalling
		37	Storage and Transportation
		38	Investments in Pipeline Joint Ventures
	38	Liquidity and Capital Resources
41	Item 3. Quantitative and Qualitative Disclosures about Market Risk
41	Item 4. Controls and Procedures

2 |

Financial Statements

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Delek Logistics Partners, LP

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except unit and per unit data)

	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	5,111	$	3,755
Accounts receivable	48,968		41,131
Accounts receivable from related parties	39,584		28,443
Inventory	1,756		2,264
Other current assets	1,150		676
Total current assets	96,569		76,269
Property, plant and equipment:
Property, plant and equipment	1,343,356		1,320,510
Less: accumulated depreciation	(424,283)		(384,359)
Property, plant and equipment, net	919,073		936,151
Equity method investments	235,911		241,337
Customer relationship intangible, net	172,285		181,336
Marketing contract intangible, net	98,550		102,155
Rights-of-way, net	60,416		59,536
Goodwill	12,203		12,203
Operating lease right-of-use assets	16,574		19,043
Other non-current assets	11,721		14,216
Total assets	$	1,623,302	$	1,642,246
LIABILITIES AND DEFICIT
Current liabilities:
Accounts payable	$	26,236	$	26,290
Current portion of long-term debt	—		30,000
Interest payable	25,557		5,805
Excise and other taxes payable	8,407		10,321
Current portion of operating lease liabilities	6,034		6,697
Accrued expenses and other current liabilities	3,794		11,477
Total current liabilities	70,028		90,590
Non-current liabilities:
Long-term debt, net of current portion	1,566,346		1,673,789
Operating lease liabilities, net of current portion	6,656		8,335
Asset retirement obligations	10,411		10,038
Other non-current liabilities	21,168		21,363
Total non-current liabilities	1,604,581		1,713,525
Equity (Deficit):
Common unitholders - public; 12,918,673 units issued and outstanding at June 30, 2024 (9,299,763 at December 31, 2023)	287,195		160,402
Common unitholders - Delek Holdings; 34,311,278 units issued and outstanding at June 30, 2024 (34,311,278 at December 31, 2023)	(338,502)		(322,271)
Total deficit	(51,307)		(161,869)
Total liabilities and deficit	$	1,623,302	$	1,642,246

See accompanying notes to the condensed consolidated financial statements

3 |

Financial Statements

Delek Logistics Partners, LP

Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)

(In thousands, except unit and per unit data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net revenues
Affiliate (1)	$	156,828	$	132,993	$	296,453	$	257,992
Third Party	107,800		113,918		220,250		232,444
Net revenues	264,628		246,911		516,703		490,436
Cost of sales:
Cost of materials and other - affiliate (1)	103,065		92,042		195,947		183,113
Cost of materials and other - third party	34,995		36,083		65,805		71,108
Operating expenses (excluding depreciation and amortization presented below)	29,454		28,476		61,149		52,691
Depreciation and amortization	22,746		22,469		47,913		42,233
Total cost of sales	190,260		179,070		370,814		349,145
Operating expenses related to wholesale business (excluding depreciation and amortization presented below)	174		480		395		1,005
General and administrative expenses	6,016		6,611		10,879		14,121
Depreciation and amortization	1,461		1,258		2,789		2,599
Other operating income, net	(1,744)		(455)		(1,177)		(313)
Total operating costs and expenses	196,167		186,964		383,700		366,557
Operating income	68,461		59,947		133,003		123,879
Interest expense, net	35,268		35,099		75,497		67,680
Income from equity method investments	(7,882)		(7,285)		(16,372)		(13,601)
Other income, net	(40)		(19)		(211)		(21)
Total non-operating expenses, net	27,346		27,795		58,914		54,058
Income before income tax expense	41,115		32,152		74,089		69,821
Income tax expense	57		256		383		558
Net income attributable to partners	$	41,058	$	31,896	$	73,706	$	69,263
Comprehensive income attributable to partners	$	41,058	$	31,896	$	73,706	$	69,263
Net income per limited partner unit:
Basic	$	0.87	$	0.73	$	1.61	$	1.59
Diluted	$	0.87	$	0.73	$	1.61	$	1.59
Weighted average limited partner units outstanding:
Basic	47,219,184		43,577,428		45,812,770		43,573,716
Diluted	47,232,507		43,597,282		45,829,522		43,591,726
Cash distributions per common limited partner unit	$	1.090	$	1.035	$	2.160	$	2.060

(1) See Note 2 for a description of our material affiliate revenue and purchases transactions.

See accompanying notes to the condensed consolidated financial statements

4 |

Financial Statements

Delek Logistics Partners, LP

Condensed Consolidated Statements of Partners' Equity (Deficit) (Unaudited)

(in thousands)

	Common - Public		Common - Delek Holdings		Total
Balance as of March 31, 2024	$	290,051	$	(332,518)	$	(42,467)
Cash distributions	(13,893)		(36,713)		(50,606)
Net income attributable to partners	11,100		29,958		41,058
Other	(63)		771		708
Balance as of June 30, 2024	$	287,195	$	(338,502)	$	(51,307)

	Common - Public		Common - Delek Holdings		Total
Balance as of March 31, 2023	$	170,522	$	(287,944)	$	(117,422)
Cash distributions	(9,496)		(35,168)		(44,664)
Net income attributable to partners	6,783		25,113		31,896
Other	(49)		737		688
Balance as of June 30, 2023	$	167,760	$	(297,262)	$	(129,502)

	Common - Public		Common - Delek Holdings		Total
Balance as of December 31, 2023	$	160,402	$	(322,271)	$	(161,869)
Cash distributions	(23,905)		(72,911)		(96,816)
Net income attributable to partners	18,504		55,202		73,706
Issuance of units	132,202		—		132,202
Other	(8)		1,478		1,470
Balance as of June 30, 2024	$	287,195	$	(338,502)	$	(51,307)

	Common - Public		Common - Delek Holdings		Total
Balance as of December 31, 2022	$	172,119	$	(282,819)	$	(110,700)
Cash distributions	(18,938)		(70,166)		(89,104)
Net income attributable to partners	14,723		54,540		69,263
Other	(144)		1,183		1,039
Balance as of June 30, 2023	$	167,760	$	(297,262)	$	(129,502)

See accompanying notes to the condensed consolidated financial statements

5 |

Financial Statements

Delek Logistics Partners, LP

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net income	$	73,706	$	69,263
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	50,702		44,832
Non-cash lease expense	1,901		4,447
Amortization of marketing contract intangible	3,605		3,605
Amortization of deferred revenue	(1,297)		(887)
Amortization of deferred financing costs and debt discount	2,621		2,316
Income from equity method investments	(16,372)		(13,601)
Dividends from equity method investments	19,125		17,049
Loss on extinguishment of debt	3,571		—
Other non-cash adjustments	(4,583)		1,707
Changes in assets and liabilities:
Accounts receivable	(7,837)		(3,143)
Inventories and other current assets	34		(1,664)
Accounts payable and other current liabilities	14,013		(46,245)
Accounts receivable/payable to related parties	(10,650)		(13,457)
Non-current assets and liabilities, net	2,958		(420)
Net cash provided by operating activities	131,497		63,802
Cash flows from investing activities:
Purchases of property, plant and equipment	(26,407)		(55,421)
Proceeds from sales of property, plant and equipment	9,544		455
Purchases of intangible assets	(1,231)		(1,367)
Distributions from equity method investments	2,673		1,440
Net cash used in investing activities	(15,421)		(54,893)
Cash flows from financing activities:
Distributions to common unitholders - public	(23,905)		(18,938)
Distributions to common unitholders - Delek Holdings	(72,911)		(70,166)
Proceeds from term debt	852,500		—
Payments on term debt	(531,250)		(7,500)
Proceeds from revolving facility	283,900		238,500
Payments on revolving facility	(734,200)		(148,000)
Proceeds from issuance of units	132,202		—
Payments on other financing agreements	(6,214)		—
Deferred financing costs paid	(14,164)		(1,603)
Other financing activities	(678)		(1,457)
Net cash used in financing activities	(114,720)		(9,164)
Net increase (decrease) in cash and cash equivalents	1,356		(255)
Cash and cash equivalents at the beginning of the period	3,755		7,970
Cash and cash equivalents at the end of the period	$	5,111	$	7,715

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	49,553	$	65,367
Income taxes	$	—	$	20
Non-cash investing activities:
(Decrease) increase in accrued capital expenditures	$	(1,055)	$	53
Non-cash financing activities:
Non-cash lease liability arising from obtaining right of use assets during the period	$	1,437	$	3,456

See accompanying notes to the condensed consolidated financial statements

6 |

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Delek Logistics Partners, LP

Notes to the Condensed Consolidated Financial Statements (Unaudited)

1. Organization and Basis of Presentation

As used in this report, the terms "Delek Logistics Partners, LP," the "Partnership," "we," "us," or "our" may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole. The Partnership is a Delaware limited partnership formed in April 2012 by Delek US Holdings, Inc. ("Delek Holdings") and its subsidiary Delek Logistics GP, LLC, our general partner (our "general partner").

The Partnership provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services through its owned assets and joint ventures located primarily in the Permian Basin (including the Delaware sub-basin) and other select areas in the Gulf Coast region. A majority of our existing assets are both integral to and dependent upon the success of Delek Holdings' refining operations, as many of our assets are contracted exclusively to Delek Holdings in support of its Tyler, Texas (the "Tyler Refinery"), El Dorado, Arkansas (the "El Dorado Refinery") and Big Spring, Texas (the "Big Spring Refinery").

On August 2, 2024, Delek Logistics Partners, LP (the “Purchaser”), entered into a Purchase and Sale Agreement with H2O Midstream Holdings, LLC (the “Seller”) to purchase 100% of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC (the “Purchased Interests”), related to the Seller’s water disposal and recycling operations, in the Midland Basin in Texas (the “Purchase Agreement”). See Note 10 for further information.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted, although management believes that the disclosures herein are adequate to make the financial information presented not misleading. Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP applied on a consistent basis with those of the annual audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 (our "Annual Report on Form 10-K"), filed with the U.S. Securities and Exchange Commission (the "SEC") on February 28, 2024 and in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in our Annual Report on Form 10-K.

All adjustments necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been included. All intercompany accounts and transactions have been eliminated. Such intercompany transactions do not include those with Delek Holdings or our general partner, which are presented as related parties in these accompanying condensed consolidated financial statements. All adjustments are of a normal, recurring nature. Operating results for the interim period should not be viewed as representative of results that may be expected for any future interim period or for the full year.

Accounting Pronouncements Not Yet Adopted

ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-02 Codification Improvements - Amendments to Remove References to the Concepts Statements ("ASU 2024-02"), which amends the Accounting Standards Codification ("Codification") to remove references to various concepts statements and impacts a variety of topics in the Codification. The ASU is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Partnership does not expect this update to have a material impact on our condensed consolidated financial statements and related disclosures.

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief decision maker ("CODM") and included within each reported measure of a segment's profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets. The ASU also requires disclosure of the title and position of the individual or the group identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements. The adoption of ASU 2023-07 should not have a material impact on our condensed consolidated financial statements and related disclosures. See Note 8 for further information.

7 |

Notes to the Condensed Consolidated Financial Statements (Unaudited)

ASU 2023-06, Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative

In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). The main provision of ASU 2023-06 is to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Partnership is currently evaluating the provisions of the amendments and the impact on its future condensed consolidated statements, but does not currently expect adopting this new guidance will have a material impact on its condensed consolidated financial statements and related disclosures.

2. Related Party Transactions

Commercial Agreements

The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms at the option of Delek Holdings. The fees under each agreement are payable to us monthly by Delek Holdings or certain third parties to whom Delek Holdings has assigned certain of its rights and are generally subject to increase or decrease on July 1 of each year, by the amount of any change in various inflation-based indices, however, in no event will the fees be adjusted below the amount initially set forth in the applicable agreement. Under each of these agreements, we are required to maintain the capabilities of our pipelines and terminals, such that Delek Holdings may throughput and/or store, as the case may be, specified volumes of crude oil, intermediate and refined products.

See our Annual Report on Form 10-K for a more complete description of our material commercial agreements and other agreements with Delek Holdings.

Other Agreements with Delek Holdings

In addition to the commercial agreements described above, the Partnership has entered into the following agreements with Delek Holdings:

Omnibus Agreement

The Partnership entered into an omnibus agreement with Delek Holdings, our general partner, Delek Logistics Operating, LLC, Lion Oil Company, LLC and certain of the Partnership’s and Delek Holdings' other subsidiaries on November 7, 2012, which has been amended and restated from time to time in connection with acquisitions from Delek Holdings (collectively, as amended and restated, the "Omnibus Agreement"). See Note 10 for a description of recent amendments to the Omnibus Agreement. The Omnibus Agreement governs the provision of certain operational services and reimbursement obligations, among other matters, between the Partnership and Delek Holdings, and obligates us to pay an annual fee of $4.4 million to Delek Holdings for its provision of centralized corporate services to the Partnership.

Pursuant to the terms of the Omnibus Agreement, we are reimbursed by Delek Holdings for certain capital expenditures. These amounts are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset. There were no reimbursements by Delek Holdings during the three and six months ended June 30, 2024. There were no reimbursements by Delek Holdings during the three and six months ended June 30, 2023. Additionally, we are reimbursed or indemnified, as the case may be, for costs incurred in excess of certain amounts related to certain asset failures, pursuant to the terms of the Omnibus Agreement. As of June 30, 2024 and December 31, 2023, there was no receivable from related parties for these matters. These reimbursements are recorded as reductions to operating expense. There were no reimbursements for these matters in each of the three and six month periods ended June 30, 2024 or the three and six month periods ended June 30, 2023.

Other Transactions

The Partnership manages long-term capital projects on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of gathering systems in the Permian Basin. The majority of the gathering systems have been constructed, however, additional costs pertaining to a pipeline connection that was not acquired by the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement. The Partnership is also considered the operator for the project and is responsible for oversight of the project design, procurement and construction of project segments and provides other related services. Pursuant to the terms of the DPG Management Agreement, the Partnership receives a monthly operating services fee and a construction services fee, which includes the Partnership's direct costs of managing the project plus an additional percentage fee of the construction costs of each project segment. The agreement extends through December 2024. Total fees paid to the Partnership were $0.4 million for both the three months ended June 30, 2024 and 2023 and $0.8 million for both the six months ended June 30, 2024 and 2023, which are recorded in affiliate revenue in our accompanying condensed consolidated statements of income and comprehensive income. Additionally, the Partnership incurs the costs in connection with the construction of the assets and is subsequently reimbursed by Delek Holdings. Amounts reimbursable by Delek Holdings are recorded in accounts receivable from related parties.

8 |

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Related Party Revolving Credit Facility

On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into the Related Party Revolving Credit Facility (as defined below) with Delek Holdings. On May 2, 2024, the Boards of Directors of Delek Holdings and our general partner authorized the termination of the intercompany loan agreement between Delek Holdings and the Partnership, which was effective on May 31, 2024. See Note 5 - Long-Term Obligations for further information.

Summary of Transactions

Revenues from affiliates consist primarily of revenues from gathering, transportation, storage, offloading, Renewable Identification Numbers, wholesale marketing and products terminalling services provided primarily to Delek Holdings based on regulated tariff rates or contractually based fees and product sales. Affiliate operating expenses are primarily comprised of amounts we reimburse Delek Holdings, or our general partner, as the case may be, for the services provided to us under the Partnership Agreement. These expenses could also include reimbursement and indemnification amounts from Delek Holdings, as provided under the Omnibus Agreement. Additionally, the Partnership is required to reimburse Delek Holdings for direct or allocated costs and expenses incurred by Delek Holdings on behalf of the Partnership and for charges Delek Holdings incurred for the management and operation of our logistics assets, including an annual fee for various centralized corporate services, which are included in general and administrative expenses. In addition to these transactions, we purchase refined products and bulk biofuels from Delek Holdings, the costs of which are included in cost of materials and other-affiliate.

A summary of revenue, purchases and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues	$	156,828	$	132,993	$	296,453	$	257,992
Purchases	$	103,065	$	92,042	$	195,947	$	183,113
Operating and maintenance expenses	$	14,939	$	13,812	$	33,157	$	31,798
General and administrative expenses	$	3,504	$	4,618	$	6,503	$	7,879

Quarterly Cash Distributions

Date of Distribution	Distributions paid to Delek Holdings (in thousands)
February 12, 2024	$	36,198
May 15, 2024	$	36,713
August 14, 2024 (1)	$	37,399
Total	$	110,310
February 9, 2023	$	34,998
May 15, 2023	$	35,169
August 14, 2023	$	35,512
Total	$	105,679

(1) On July 30, 2024, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination. Distributions paid are estimated based on common units held by Delek Holdings as of June 30, 2024.

9 |

Notes to the Condensed Consolidated Financial Statements (Unaudited)

3. Revenues

The following table represents a disaggregation of revenue for the gathering and processing, wholesale marketing and terminalling, and storage and transportation segments for the periods indicated (in thousands):

	Three Months Ended June 30, 2024
	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Consolidated
Service Revenue - Third Party	$	13,435	$	—	$	1,985	$	15,420
Service Revenue - Affiliate (1)	3		14,252		13,710		27,965
Product Revenue - Third Party	27,679		64,701		—		92,380
Product Revenue - Affiliate	4,452		42,551		—		47,003
Lease Revenue - Affiliate	47,074		14,096		20,690		81,860
Total Revenue	$	92,643	$	135,600	$	36,385	$	264,628
	Three Months Ended June 30, 2023
	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Consolidated
Service Revenue - Third Party	$	17,270	$	—	$	3,112	$	20,382
Service Revenue - Affiliate (1)	2,121		10,886		14,335		27,342
Product Revenue - Third Party	26,785		66,751		—		93,536
Product Revenue - Affiliate	3,673		28,892		—		32,565
Lease Revenue - Affiliate	43,388		12,298		17,400		73,086
Total Revenue	$	93,237	$	118,827	$	34,847	$	246,911
	Six Months Ended June 30, 2024
	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Consolidated
Service Revenue - Third Party	$	36,820	$	—	$	4,717	$	41,537
Service Revenue - Affiliate (1)	5		27,468		27,255		54,728
Product Revenue - Third Party	47,624		131,089		—		178,713
Product Revenue - Affiliate	8,402		70,297		—		78,699
Lease Revenue - Affiliate	95,675		26,016		41,335		163,026
Total Revenue	$	188,526	$	254,870	$	73,307	$	516,703

	Six Months Ended June 30, 2023
	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Consolidated
Service Revenue - Third Party	$	30,449	$	—	$	3,409	$	33,858
Service Revenue - Affiliate (1)	6,422		20,157		34,944		61,523
Product Revenue - Third Party	53,277		145,309		—		198,586
Product Revenue - Affiliate	8,343		43,150		—		51,493
Lease Revenue - Affiliate	87,178		22,520		35,278		144,976
Total Revenue	$	185,669	$	231,136	$	73,631	$	490,436

(1) Net of $1.8 million of amortization expense for both the three months ended June 30, 2024 and 2023 and $3.6 million for the six months ended June 30, 2024 and 2023, related to marketing contract intangible recorded in the wholesale marketing and terminalling segment.

As of June 30, 2024, we expect to recognize approximately $1.0 billion in lease revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms. We disclose information about remaining performance obligations that have original expected durations of greater than one year.

10 |

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Our unfulfilled performance obligations as of June 30, 2024 were as follows (in thousands):

Remainder of 2024	$	106,819
2025	213,638
2026	206,062
2027	187,692
2028 and thereafter	310,323
Total expected revenue on remaining performance obligations	$	1,024,534

4. Net Income per Unit

Basic net income per unit attributable to limited partners is computed by dividing limited partners' interest in net income by the weighted-average number of outstanding common units. Diluted net income per unit attributable to common limited partners includes the effects of potentially dilutive units on our common units. As of June 30, 2024, the only potentially dilutive units outstanding consist of unvested phantom units.

The calculation of net income per unit is as follows (in thousands, except unit and per unit amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income attributable to partners	$	41,058	$	31,896	$	73,706	$	69,263
Weighted average limited partner units outstanding, basic	47,219,184		43,577,428		45,812,770		43,573,716
Dilutive effect of unvested phantom units	13,323		19,854		16,752		18,010
Weighted average limited partner units outstanding, diluted	47,232,507		43,597,282		45,829,522		43,591,726
Net income per limited partner unit:
Basic	$	0.87	$	0.73	$	1.61	$	1.59
Diluted (1)	$	0.87	$	0.73	$	1.61	$	1.59

(1) There were 46,281 and 30,003 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2024, respectively. There were $11,180 and 35,383 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2023, respectively.

5. Long-Term Obligations

Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands):

	June 30, 2024		December 31, 2023
DKL Revolving Facility	$	330,200	$	780,500
DKL Term Facility	—		281,250
2029 Notes	850,000		—
2028 Notes	400,000		400,000
2025 Notes	—		250,000
Principal amount of long-term debt	1,580,200		1,711,750
Less: Unamortized discount and premium and deferred financing costs	13,854		7,961
Total debt, net of unamortized discount and premium and deferred financing costs	1,566,346		1,703,789
Less: Current portion of long-term debt and notes payable	—		30,000
Long-term debt, net of current portion	$	1,566,346	$	1,673,789

11 |

Notes to the Condensed Consolidated Financial Statements (Unaudited)

DKL Credit Facility

On October 13, 2022, the Partnership entered into a senior secured term loan with an original principal of $300.0 million (the "DKL Term Loan Facility"). On November 6, 2023, the Partnership entered into a First Amendment, a Second Amendment and a Third Amendment to the DKL Credit Facility (together, the “Amendments”) which among other things, extended the maturity of the DKL Term Loan Facility to April 15, 2025. The outstanding principal balance of $281.3 million was paid on March 13, 2024 from a portion of the proceeds received with the issuance of the 2029 Notes as indicated below. At the Partnership's option, borrowings bore interest at either the Adjusted Term Secured Overnight Financing Rate benchmark (“SOFR”) or U.S. dollar prime rate, plus an applicable margin. The applicable margin was 2.50% for the first year of the DKL Term Loan Facility and 3.00% for the second year for U.S. dollar prime rate borrowings. SOFR rate borrowings included a credit spread adjustment of 0.10% to 0.25% plus an applicable margin of 3.50% for the first year and 4.00% for the second year. At December 31, 2023, the weighted average borrowing rate was approximately 9.46%. Debt extinguishment costs were $2.1 million and are recorded in interest expense, net in the accompanying condensed consolidated statements of income and comprehensive income.

On March 29, 2024, the Partnership entered into a Fourth Amendment to the amended and restated senior secured revolving credit agreement (the "DKL Revolving Facility") which among other things increased the U.S. Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $100.0 million resulting in aggregate lender commitments under the Delek Logistics Revolving Credit Facility in an amount of $1,150.0 million, including up to $146.9 million for letters of credit and $31.9 million in swing line loans. This facility has a maturity date of October 13, 2027.

The DKL Revolving Facility requires a quarterly unused commitment fee based on average commitment usage, currently at 0.40% per annum. Interest is measured at either the U.S. dollar prime rate plus an applicable margin of 1.00% to 2.00% depending on the Partnership’s Total Leverage Ratio (as defined in the DKL Credit Agreement), or a SOFR rate plus a credit spread adjustment of 0.10% or 0.25% and an applicable margin ranging from 2.00% to 3.00% depending on the Partnership’s Total Leverage Ratio. As of June 30, 2024 and December 31, 2023, the weighted average interest rate was 8.00% and 8.46%, respectively. There were no letters of credit outstanding as of June 30, 2024 or December 31, 2023.

The obligations under the DKL Revolving Facility are secured by first priority liens on substantially all of the Partnership’s and its subsidiaries’ tangible and intangible assets. The carrying value of outstanding borrowings under the DKL Revolving Facility as of June 30, 2024 and December 31, 2023 approximate their fair values. Our debt facilities contain affirmative and negative covenants and events of default the Partnership considers usual and customary. As of June 30, 2024, we were in compliance with covenants on all of our debt instruments.

Related Party Revolving Credit Facility

On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into a certain Promissory Note (the “Related Party Revolving Credit Facility”) with Delek Holdings. The Related Party Revolving Credit Facility provided for revolving borrowings with aggregate commitments of $70.0 million comprised of a (i) $55.0 million senior tranche and a (ii) $15.0 million subordinated tranche (the “Subordinated Tranche”), with the initial borrowings under the Subordinated Tranche conditioned upon the Partnership and Delek Holdings reaching an agreement with Fifth Third Bank, National Association, as administrative agent under the DKL Credit Facility, on subordination provisions and other material terms related to the Subordinated Tranche. The Related Party Revolving Credit Facility bore interest at Term SOFR (as defined in the Related Party Revolving Credit Facility) plus 3.00%. The Related Party Revolving Credit Facility proceeds were available for the Partnership’s working capital purposes and other general corporate purposes. On May 2, 2024, the Boards of Directors of Delek Holdings and our general partner authorized the termination of the intercompany loan agreement between Delek Holdings and the Partnership, which was effective on May 31, 2024.

2029 Notes

On March 13, 2024, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp. ("Finance Corp." and together with the Partnership, the "Issuers") sold $650.0 million in aggregate principal amount of 8.625% senior notes due 2029 (the "2029 Notes") at par, pursuant to an indenture with U.S. Bank Trust Company, National Association as trustee. Net proceeds were used to redeem the 2025 Notes including accrued interest, pay off the DKL Term Facility including accrued interest and to repay a portion of the outstanding borrowings under the DKL Revolving Facility.

On April 17, 2024, the Issuers sold $200.0 million in aggregate principal amount of additional 8.625% senior notes due 2029 (the “Additional 2029 Notes”), at 101.25%. The Additional 2029 Notes were issued under the same indenture as the 2029 Notes and formed a part of the same series of notes as the 2029 Notes. The net proceeds were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility.

The 2029 Notes are general unsecured senior obligations of the Issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's subsidiaries other than Finance Corp., and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries. The 2029 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right payment to any future subordinated indebtedness of the Issuers. The 2029 Notes will mature on March 15, 2029, and interest on the 2029 Notes is payable semi-annually in arrears on each March 15 and September 15, commencing September 15, 2024.

12 |

Notes to the Condensed Consolidated Financial Statements (Unaudited)

At any time prior to March 15, 2026, the Issuers may redeem up to 35% of the aggregate principal amount of the 2029 Notes with the net cash proceeds of one or more equity offerings by the Partnership at a redemption price of 108.625% of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations. Prior to March 15, 2026, the Issuers may also redeem all or part of the 2029 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations. In addition, beginning on March 15, 2026, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2029 Notes, at a redemption price of 104.313% of the redeemed principal for the twelve-month period beginning on March 15, 2026, 102.156% for the twelve-month period beginning on March 15, 2027, and 100.00% beginning on March 15, 2028 and thereafter, plus accrued and unpaid interest, if any. In the event of a change of control, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2029 Notes from holders at a price equal to 101.00% of the principal amount thereof, plus accrued and unpaid interest.

We recorded $13.5 million of debt issuance costs which will be amortized over the term of the 2029 Notes and included in interest expense in the accompanying condensed consolidated statements of income and comprehensive income. The premium recognized for the Additional 2029 Notes was $2.5 million which will be amortized over the term of the 2029 Notes and included in interest expense in the accompanying condensed consolidated statements of income and comprehensive income. As of June 30, 2024, the effective interest rate was 8.95%. The estimated fair value of the 2029 Notes was $874.2 million as of June 30, 2024, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

2028 Notes

Our 2028 Notes are general unsecured senior obligations comprised of $400.0 million in aggregate principal of 7.125% senior notes maturing June 1, 2028. The 2028 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries. As of June 30, 2024, the effective interest rate was 7.39%. The estimated fair value of the 2028 Notes was $394.9 million and $380.4 million as of June 30, 2024 and December 31, 2023, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

2025 Notes

Our 2025 Notes are general unsecured senior obligations comprised of $250.0 million in aggregate principal of 6.75% senior notes maturing on May 15, 2025. Concurrent with the issuance of the 2029 Notes, the Partnership made a cash tender offer (the "Offer") for all of the outstanding 2025 Notes with a conditional notice of full redemption for the remaining balance not received from the Offer. The Partnership received tenders from holders of approximately $156.2 million in aggregate principal amount. All the remaining 2025 Notes were redeemed by March 29, 2024, pursuant to the notice of conditional redemption. Debt extinguishment costs were $1.5 million and are recorded in interest expense, net in the accompanying condensed consolidated statements of income and comprehensive income. The estimated fair value of the 2025 Notes was $248.7 million as of December 31, 2023, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

6. Equity

On March 12, 2024, we completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $38.50 per unit. The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility. Underwriting discounts totaled $5.5 million.

Equity Activity

The table below summarizes the changes in the number of limited partner units outstanding from December 31, 2023 through June 30, 2024.

	Common - Public	Common - Delek Holdings (1)	Total
Balance at December 31, 2023	9,299,763	34,311,278	43,611,041
Unit-based compensation awards (2)	34,494	—	34,494
Units issued	3,584,416	—	3,584,416
Balance at June 30, 2024	12,918,673	34,311,278	47,229,951

(1) As of June 30, 2024, Delek Holdings owned a 72.6% limited partner interest in the Partnership.

(2) Unit-based compensation awards are presented net of 12,345 units withheld for taxes for six months ended June 30, 2024.

13 |

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Cash Distributions

Our Partnership Agreement sets forth the calculation to be used to determine the amount and priority of available cash distributions that our limited partner unitholders will receive. Our distributions earned with respect to a given period are declared subsequent to quarter end.

The table below summarizes the quarterly distributions related to our quarterly financial results:

Quarter Ended	Total Quarterly Distribution Per Limited Partner Unit	Total Cash Distribution (in thousands)
March 31, 2023	$1.025	$44,664
June 30, 2023	$1.035	$45,112
March 31, 2024	$1.070	$50,521
June 30, 2024 (1)	$1.090	$51,481

(1) On July 30, 2024, the board of directors of our general partner declared this quarterly cash distribution, payable on August 14, 2024, to unitholders of record on August 9, 2024. The total cash distribution is estimated based on the number of common units outstanding as of June 30, 2024.

7. Equity Method Investments

The Partnership owns a 33% membership interest in Red River Pipeline Company LLC ("Red River"), a joint venture operated with Plains Pipeline, L.P. Red River owns a 16-inch crude oil pipeline running from Cushing, Oklahoma to Longview, Texas with capacity of 235,000 bpd. Additionally, we have two pipeline joint ventures, in which we own a 50% membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. ("CP LLC") to operate one of these pipeline systems and a 33% membership interest in the entity formed with Andeavor Logistics RIO Pipeline LLC ("Andeavor Logistics") to operate the other pipeline system.

The Partnership's investment balances in these joint ventures were as follows (in thousands):

	As of June 30, 2024		As of December 31, 2023
Red River	$	139,101	$	141,091
CP LLC	59,680		61,273
Andeavor Logistics	37,130		38,973
Total Equity Method Investments	$	235,911	$	241,337

8. Segment Data

We aggregate our operating segments into four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investment in pipeline joint ventures. Operations that are not specifically included in the reportable segments are included in Corporate and other segment.

The CODM evaluates performance based on EBITDA for planning and forecasting purposes. EBITDA is an important measure used by management to evaluate the financial performance of our core operations. EBITDA is not a GAAP measure, but the components of EBITDA are computed using amounts that are determined in accordance with GAAP. A reconciliation of EBITDA to Net Income is included in the tables below. We define EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization expense, including amortization of marketing contract intangible, which is included as a component of net revenues in our accompanying condensed consolidated statements of income and comprehensive income.

Assets by segment are not a measure used to assess the performance of the Partnership by the CODM and thus is not disclosed.

The following is a summary of business segment operating performance as measured by EBITDA for the periods indicated (in thousands):

14 |

Notes to the Condensed Consolidated Financial Statements (Unaudited)

	Three Months Ended June 30, 2024
(In thousands)	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Investments in Pipeline Joint Ventures		Corporate and Other		Consolidated
Net revenues:
Affiliate (1)	$	51,529	$	70,899	$	34,400	$	—	$	—	$	156,828
Third party	41,114		64,701		1,985		—		—		107,800
Total revenue	$	92,643	$	135,600	$	36,385	$	—	$	—	$	264,628
Segment EBITDA	$	54,680	$	30,205	$	16,752	$	7,882	$	(7,127)	$	102,392
Depreciation and amortization	19,062		1,635		2,522		—		988		24,207
Amortization of customer contract intangible	—		1,802		—		—		—		1,802
Interest expense, net	—		—		—		—		35,268		35,268
Income tax expense											57
Net income											$	41,058
Capital spending (2)	$	7,351	$	105	$	2,731	$	—	$	—	$	10,187
	Three Months Ended June 30, 2023
(In thousands)	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Investments in Pipeline Joint Ventures		Corporate and Other		Consolidated
Net revenues:
Affiliate (1)	$	49,182	$	52,076	$	31,735	$	—	$	—	$	132,993
Third party	44,055		66,751		3,112		—		—		113,918
Total revenue	$	93,237	$	118,827	$	34,847	$	—	$	—	$	246,911
Segment EBITDA	$	52,663	$	27,983	$	14,978	$	7,285	$	(10,129)	$	92,780
Depreciation and amortization	18,801		1,880		2,304		—		742		23,727
Amortization of customer contract intangible	—		1,802		—		—		—		1,802
Interest expense, net	—		—		—		—		35,099		35,099
Income tax expense											256
Net income											$	31,896
Capital spending (2)	$	18,877	$	(2,712)	$	3,215	$	—	$	—	$	19,380
	Six Months Ended June 30, 2024
(In thousands)	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Investments in Pipeline Joint Ventures		Corporate and Other		Consolidated
Net revenues:
Affiliate (1)	$	104,082	$	123,781	$	68,590	$	—	$	—	$	296,453
Third party	84,444		131,089		4,717		—		—		220,250
Total revenue	$	188,526	$	254,870	$	73,307	$	—	$	—	$	516,703
Segment EBITDA	$	112,439	$	55,479	$	34,879	$	16,372	$	(15,276)	$	203,893
Depreciation and amortization	40,216		3,347		5,297		—		1,842		50,702
Amortization of marketing contract intangible	—		3,605		—		—		—		3,605
Interest expense, net	—		—		—		—		75,497		75,497
Income tax expense											383
Net income											$	73,706
Capital spending (3)	$	22,074	$	21	$	3,257	$	—	$	—	$	25,352
	Six Months Ended June 30, 2023
(In thousands)	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Investments in Pipeline Joint Ventures		Corporate and Other		Consolidated
Net revenues:
Affiliate (1)	$	101,943	$	85,827	$	70,222	$	—	$	—	$	257,992
Third party	83,726		145,309		3,409		—		—		232,444
Total revenue	$	185,669	$	231,136	$	73,631	$	—	$	—	$	490,436
Segment EBITDA	$	108,108	$	49,937	$	28,400	$	13,601	$	(14,108)	$	185,938
Depreciation and amortization	35,248		3,569		4,406		—		1,609		44,832
Amortization of marketing contract intangible	—		3,605		—		—		—		3,605
Interest expense, net	—		—		—		—		67,680		67,680
Income tax expense											558
Net income											$	69,263
Capital spending (2)	$	51,666	$	404	$	3,411	$	—	$	—	$	55,481

15 |

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(1) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the marketing contract intangible.

(2) Capital spending includes additions on an accrual basis.

9. Commitments and Contingencies

Litigation

In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our financial statements.

Texas Department of Transportation Settlement

Beginning in August 2023, the Partnership was involved in litigation with the State of Texas Department of Transportation. The subject of the litigation was the expansion of the highway where the Partnership's Nettleton Station is situated. As a result of this expansion, four tanks owned by the Partnership were impacted. This litigation was settled in the second quarter of 2024 and resulted in the Partnership recovering $8.3 million in condemnation proceeds, which are recorded in other operating income, net in the accompanying condensed consolidated statements of income and comprehensive income.

Environmental, Health and Safety

We are subject to extensive federal, state and local environmental and safety laws and regulations enforced by various agencies, including the Environmental Protection Agency (the "EPA"), the United States Department of Transportation, the Occupational Safety and Health Administration, as well as numerous state, regional and local environmental, safety and pipeline agencies. These laws and regulations govern the discharge of materials into the environment, waste management practices and pollution prevention measures, as well as the safe operation of our pipelines and the safety of our workers and the public. Numerous permits or other authorizations are required under these laws and regulations for the operation of our terminals, pipelines, saltwells, trucks and related operations, and may be subject to revocation, modification and renewal.

These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters, which could include soil, surface water and groundwater contamination, air pollution, personal injury and property damage allegedly caused by substances which we may have handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we may have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and we expect that there will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including the receipt and response to notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required to comply with existing and new requirements, as well as evolving interpretations and enforcement of existing laws and regulations.

Releases of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, or is not a reimbursable event under the Omnibus Agreement, subject us to substantial expenses, including costs to respond to, contain and remediate a release, to comply with applicable laws and regulations and to resolve claims by governmental agencies or other persons for personal injury, property damage, response costs, or natural resources damages.

10. Subsequent Events

Distribution Declaration

On July 30, 2024, our general partner's board of directors declared a quarterly cash distribution of $1.090 per unit, payable on August 14, 2024, to unitholders of record on August 9, 2024.

16 |

Planned H2O Midstream Acquisition

On August 2, 2024, the Partnership entered into a Purchase and Sale Agreement with H2O Midstream Holdings, LLC (the “Seller”) to purchase 100% of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC (the “Purchased Interests” or "H2O Midstream"), related to the Seller’s water disposal and recycling operations, in the Midland Basin in Texas (the “Purchase Agreement”) for total consideration of $230.0 million, subject to customary adjustments under the Purchase Agreement for net working capital and indebtedness (the "H2O Transaction"). The purchase price is comprised of $160.0 million in cash and $70.0 million of preferred equity. We paid a deposit under the Purchase Agreement of $23.0 million. The deposit may be retained by the Seller upon certain termination events described in the Purchase Agreement. At closing, the deposit will be applied to the purchase price to be paid under the Purchase Agreement. The closing of the H2O Transaction is currently anticipated to occur by the end of 2024.

Wink to Webster Pipeline Investment Acquisition

On August 5, 2024, the Partnership acquired a 50% investment in W2W Holdings LLC which includes a 15.6% indirect interest in the Wink to Webster Pipeline, LLC joint venture ("Wink to Webster"), and related joint venture indebtedness, from a wholly owned subsidiary of Delek Holdings. W2W Holdings LLC was originally formed by Delek Holdings and MPLX Operations LLC to obtain financing and fund capital calls associated with its collective and contributed interests in Wink to Webster. Wink to Webster owns and operates a long-haul crude oil pipeline system with origin points at Wink and Midland in the Permian Basin and delivery points at multiple Houston area locations. Total consideration was comprised of $86.6 million in cash, forgiveness of an approximately $60 million receivable from Delek Holdings and 2,300,000 of common units representing limited partnership interest in us.

Commercial Agreements

On August 5, 2024, the Partnership amended and extended expired, or soon to be expired, commercial agreements with subsidiaries of Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. These agreements have an initial term of five to seven years, with the ability to extend for an additional five years at Delek Holdings' option. Certain of these contracts had rate adjustments to be phased in over 2025 and 2026. In addition, the Partnership entered into an assignment agreement with Delek Holdings. As a result of these agreements with Delek Holdings, the Partnership redeemed 2,500,000 common units representing limited partnership interest in us held by Delek Holdings to assign the Big Spring Refinery Marketing Agreement to Delek Holdings. We also entered into an amended and restated Omnibus Agreement with Delek Holdings that provides Delek Holdings an option to purchase certain critical assets from us at market value during the period beginning upon any change in control or sale of substantially all assets involving us and extending (i) in the case of a transaction involving a third party, for six months following closing, and (ii) for any other transaction, for four years following closing.

17 |

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is management’s analysis of our financial performance and of significant trends that may affect our future performance. The MD&A should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (''SEC'') on February 28, 2024 (the ''Annual Report on Form 10-K''). Those statements in the MD&A that are not historical in nature should be deemed forward-looking statements that are inherently uncertain. See "Forward-Looking Statements" below for a discussion of the factors that could cause actual results to differ materially from those projected in these statements.     

Unless otherwise noted or the context requires otherwise, references in this report to "Delek Logistics Partners, LP," the "Partnership," “we,” “us,” or “our” or like terms, may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole. Unless otherwise noted or the context requires otherwise, references in this report to "Delek Holdings" refer collectively to Delek US Holdings, Inc. and any of its subsidiaries, other than the Partnership and its subsidiaries and its general partner.

On August 2, 2024, the Partnership entered into a Purchase and Sale Agreement with H2O Midstream Holdings, LLC (the “Seller”) to purchase 100% of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC (the “Purchased Interests” or "H2O Midstream), related to Seller’s water disposal and recycling operations, in the Midland Basin in Texas (the “Purchase Agreement”). For further information, see Note 10 to our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.

The Partnership announces material information to the public about the Partnership, its products and services and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, the Partnership's website (www.deleklogistics.com), the investor relations section of the website (ir.deleklogistics.com), the news section of its website (www.deleklogistics.com/news), and/or social media, including its X (formerly known as Twitter) account (@DelekLogistics). The Partnership encourages investors and others to review the information it makes public in these locations, as such information could be deemed to be material information. Please note that this list may be updated from time to time.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. These forward-looking statements reflect our current estimates, expectations and projections about our future results, performance, prospects and opportunities. Forward-looking statements include, among other things, statements regarding the effect, impact, potential duration or other implications of, or expectations expressed with respect to, the actions of members of the Organization of Petroleum Exporting Countries ("OPEC") and other leading oil producing countries (together with OPEC, "OPEC+") with respect to oil production and pricing, and statements regarding our efforts and plans in response to such events, the information concerning our possible future results of operations, business and growth strategies, financing plans, expectations that regulatory developments or other matters will not have a material adverse effect on our business or financial condition, our competitive position and the effects of competition, the projected growth of the industry in which we operate, the benefits and synergies to be obtained from our completed and any future acquisitions, including the H2O Midstream acquisition, statements of management’s goals and objectives, and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “appears,” “projects” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors that, individually or in the aggregate, could cause such differences include, but are not limited to:

•our substantial dependence on Delek Holdings or its assignees and their support of and respective ability to pay us under our commercial agreements;

•our future coverage, leverage, financial flexibility and growth, and our ability to improve performance and achieve distribution growth at any level or at all;

•Delek Holdings' future growth, strategic priorities, financial performance, share repurchases, crude oil supply pricing and flexibility and product distribution;

•industry dynamics, including Permian Basin growth, ownership concentration, efficiencies and takeaway capacity;

•the age and condition of our assets and operating hazards and other risks incidental to transporting, storing and gathering crude oil, intermediate and refined products, including, but not limited to, costs, penalties, regulatory or legal actions and other effects related to spills, releases and tank failures;

•changes in insurance markets impacting costs and the level and types of coverage available;

•the timing and extent of changes in commodity prices and demand for refined products and the impact of the COVID-19 Pandemic on such demand;

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•the wholesale marketing margins we are able to obtain and the number of barrels of product we are able to purchase and sell in our West Texas wholesale business;

•the suspension, reduction or termination of Delek Holdings' or its assignees' or third-party's obligations under our commercial agreements including the duration, fees or terms thereof;

•the results of our investments in joint ventures;

•the ability to secure commercial agreements with Delek Holdings or third parties upon expiration of existing agreements;

•the possibility of inefficiencies, curtailments, or shutdowns in refinery operations or pipelines, whether due to infection in the workforce or in response to reductions in demand as a result of a public health crisis;

•disruptions due to equipment interruption or failure, or other events, including terrorism, sabotage or cyber-attacks, at our facilities, Delek Holdings’ facilities or third-party facilities on which our business is dependent;

•changes in the availability and cost of capital of debt and equity financing;

•our reliance on information technology systems in our day-to-day operations;

•changes in general economic conditions, including uncertainty regarding the timing, pace and extent of economic recovery in the United States due to governmental fiscal policy or a public health crisis;

•the effects of existing and future laws and governmental regulations, including, but not limited to, the rules and regulations promulgated by the Federal Energy Regulatory Commission ("FERC") and state commissions and those relating to environmental protection, pipeline integrity and safety as well as current and future restrictions on commercial and economic activities in response to a public heal;

•significant operational, investment or other changes required by existing or future environmental statutes and regulations, including international agreements and national or regional societal, legislation; and regulatory measures to limit or reduce greenhouse gas emissions;

•competitive conditions in our industry including capacity overbuild in areas where we operate;

•actions taken by our customers and competitors;

•the demand for crude oil, refined products and transportation and storage services;

•our ability to successfully implement our business plan;

•inability to complete growth projects on time and on budget;

•our ability to successfully complete acquisitions and integrate acquired businesses, and to achieve the anticipated benefits therefrom, including the planned H2O Midstream acquisition;

•disruptions due to acts of God, natural disasters, casualty losses, severe weather patterns, such as freezing conditions, cyber or other attacks on our electronic systems, and other matters beyond our control which might cause damage to our pipelines, terminal facilities and other assets and could impact our operating results through increased costs and/or loss of revenue;

•changes in the price of RINs could affect our results of operations;

•future decisions by OPEC+ regarding production and pricing and disputes between OPEC+ regarding such;

•changes or volatility in interest and inflation rates;

•labor relations;

•large customer defaults;

•changes in tax status and regulations;

•the effects of future litigation or environmental liabilities that are not covered by insurance; and

•other factors discussed elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K.

Many of the foregoing risks and uncertainties are, and will be, exacerbated by any worsening of the global business and economic environment. In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them. In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.

In light of these risks, uncertainties and assumptions, our actual results of operations and execution of our business strategy could differ materially from those expressed in, or implied by, the forward-looking statements, and you should not place undue reliance upon them. In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition.

All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise.

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Executive Summary: Management's View of Our Business and Strategic Overview

Management's View of Our Business

The Partnership provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services through its owned assets and joint ventures located primarily in the Permian Basin (including the Delaware sub-basin) and other select areas in the Gulf Coast region. A majority of our existing assets are both integral to and dependent upon the success of Delek Holdings' refining operations, as many of our assets are contracted exclusively to Delek Holdings in support of its refineries in Tyler, Texas (the "Tyler Refinery"), El Dorado, Arkansas (the "El Dorado Refinery") and Big Spring, Texas (the "Big Spring Refinery").

Business and Economic Environment Overview

During the six months ended June 30, 2024, domestic markets have experienced an elevated hydrocarbon pricing environment that has resulted in a strong demand for hydrocarbons and presented an opportunity for the Partnership to leverage its extensive network of logistics assets, resulting in increased throughputs and higher utilization as compared to the prior year. Additionally, Delaware Gathering further diversifies our logistics customer base to include significantly more third-party customers, and it allows us to provide comprehensive logistics services in the Delaware Basin, while also serving as a funnel into our existing midstream Permian activities. As producers continue to ramp up production within the Permian Basin, the Partnership is well positioned to continue to add value through our gathering and processing services as a result of our Delaware Gathering operations which complement our existing Midland Gathering System assets. Our positioning allows our customers the ability to control quality and adds optionality to place barrels in a variety of markets. Through our joint venture projects, we have increased our supply network to take advantage of growth opportunities in expanding markets and added additional flexibility which has delivered realized value through the Partnership system. Net Income for the Partnership increased $4.4 million during the six months ended June 30, 2024, as compared to the prior year period. Our EBITDA (as defined in "Non GAAP Measures" section below) increased $18.0 million in 2024 as compared to 2023. This improvement can be attributed to the strong financial and operational performance achieved across all of our operating segments. Our gathering and processing segment saw a $4.3 million increase in segment EBITDA. Our wholesale marketing and terminalling segment saw a $5.5 million increase in segment EBITDA. Our storage and transportation segment saw a $6.5 million increase in segment EBITDA. Segment EBITDA for our investments in pipeline joint ventures increased by $2.8 million. See the “Results of Operations” section below for further discussion.

Looking forward, concerns about inflation and a possible economic downturn as well as initiatives to reduce carbon footprints through energy transition to renewables have softened the forward demand expectations for hydrocarbons and natural gas. That said, we are well positioned to manage through an economic downturn because of built-in recessionary protections which include minimum volume commitments on throughput and dedicated acreage agreements. Additionally, the Partnership has embraced opportunities to enhance our environmental stewardship. It is expected that renewables, other than hydrocarbons, will continue to grow as a percentage of total energy consumption; however, a material reduction in the reliance on oil and gas for energy consumption is unlikely in the near term. Therefore, we expect that liquid transportation fuels will continue to be in high demand, and we expect to continue to leverage the strength of our cash flows and balance sheet in order to continue maximizing unitholder returns and the long-term prospects for return on investment.

Further, in order to position ourselves as a premier, full-service midstream provider in the Permian Basin, the Partnership has implemented several strategic initiatives, as discussed in detail below in 'Other 2024 Developments'. These actions not only enhance our standing in the market but also move to align us as an independent, largely third-party cash flow company with a robust growth profile.

See further discussion on macroeconomic factors and market trends, including the impact on 2024, in the ‘Market Trends’ section below.

Other 2024 Developments

Planned H2O Midstream Acquisition

On August 2, 2024, the Partnership entered into a Purchase and Sale Agreement with H2O Midstream Holdings, LLC (the “Seller”) to purchase 100% of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC (the “Purchased Interests” or "H2O Midstream"), related to the Seller’s water disposal and recycling operations, in the Midland Basin in Texas (the “Purchase Agreement”) for total consideration of $230.0 million, subject to customary adjustments under the Purchase Agreement for net working capital and indebtedness (the "H2O Transaction"). The purchase price is comprised of approximately $160.0 million in cash and $70.0 million of preferred equity. The closing of the H2O Transaction is currently anticipated to occur by the end of 2024.

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Wink to Webster Pipeline Investment Acquisition

On August 5, 2024, the Partnership acquired a 50% investment in W2W Holdings LLC which includes a 15.6% indirect interest in the Wink to Webster Pipeline, LLC joint venture ("Wink to Webster"), and related joint venture indebtedness, from a wholly owned subsidiary of Delek Holdings. W2W Holdings LLC was originally formed by Delek Holdings and MPLX Operations LLC to obtain financing and fund capital calls associated with its collective and contributed interests in Wink to Webster. Wink to Webster owns and operates a long-haul crude oil pipeline system with origin points at Wink and Midland in the Permian Basin and delivery points at multiple Houston area locations. Total consideration was comprised of $86.6 million in cash, forgiveness of an approximately $60 million receivable from Delek Holdings and 2,300,000 of common units representing limited partnership interest in us.

Commercial Agreements with Delek Holdings

On August 5, 2024, the Partnership amended and extended expired, or soon to be expired, commercial agreements with subsidiaries of Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. These agreements have an initial term of five to seven years, with the ability to extend for an additional five years at Delek Holdings' option. In addition, certain of these contracts had rate adjustments to be phased in over 2025 and 2026. In addition, the Partnership entered into an assignment agreement with Delek Holdings. As a result of these agreements with Delek Holdings, we redeemed 2,500,000 common units representing limited partnership interest in us held by Delek Holdings to assign the Big Spring Refinery Marketing Agreement to Delek Holdings. We also entered into an amended and restated Omnibus Agreement with Delek Holdings that provides Delek Holdings an option to purchase certain critical assets from us at market value during the period beginning upon any change in control or sale of substantially all assets involving us and extending (i) in the case of a transaction involving a third party, for six months following closing, and (ii) for any other transaction for four years following closing.

Natural Gas Plant

In the second quarter of 2024, the Partnership made the final investment decision to build a new natural gas processing plant adjacent to its plant in the Permian Basin. The plant is expected to have a capacity of approximately 110 MMcf/d (as defined below) and aims to meet the rising demand for natural gas in the region. We have engaged specialists to oversee the process, including permits, equipment procurement, and construction. Financial projections estimate an EBITDA of approximately $40 million, considering increased production, cost savings, and market conditions. The expansion also aligns with our commitment to sustainability, integrating advanced technologies to minimize emissions and optimize energy efficiency. This strategic move positions us as a key player in the energy sector, contributing to regional economic growth and sustainability. This expansion project will also increase the Partnership's third party revenue.

Contractual Rate Adjustments to Keep Pace with Inflation

On July 1, 2024, the tariffs on certain of our FERC regulated pipelines and the throughput fees and storage fees under certain of our agreements with Delek Holdings and third parties that are subject to adjustments using FERC indexing increased by approximately 1.3%, which was the amount of the change in the FERC oil pipeline index. The tariff on FERC regulated system acquired from Delaware Gathering was adjusted as of January 1, 2024, but adjustments under agreements already in place will be capped at 3.0%. Under certain of our agreements with Delek Holdings and third parties, the fees that are subject to adjustments using the consumer price index increased 3.3% and the fees that are subject to adjustments using the producer price index increased approximately 0.8%. These adjustments allow us to maintain compliance with FERC regulations as well as to ensure that our results are reflective of current market conditions.

DKL Revolving Credit Facility

On March 29, 2024, the Partnership entered into a Fourth Amendment to the fourth amended and restated senior secured revolving credit agreement (the "DKL Revolving Facility") which among other things increased the U.S. Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $100.0 million resulting in aggregate lender commitments under the DKL Revolving Credit Facility in an amount of $1,150.0 million, including up to $146.9 million for letters of credit and $31.9 million in swing line loans. This facility has a maturity date of October 13, 2027.

2029 Notes

On March 13, 2024, the Partnership sold $650.0 million in aggregate principal amount of 8.625% Senior Notes due 2029 (the “2029 Notes”), at par. Net proceeds were used to redeem the 2025 Notes including accrued interest, pay off the DKL Term Loan Facility including accrued interest and to repay a portion of the outstanding borrowings under the DKL Revolving Facility.

On April 17, 2024, the Issuers sold $200.0 million in aggregate principal amount of additional 8.625% senior notes due 2029 (the “Additional 2029 Notes”), at 101.25%. The Additional 2029 Notes were issued under the same indenture as the 2029 Notes and formed a part of the same series of notes as the 2029 Notes. The net proceeds were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility.

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Equity Offering

On March 12, 2024, we completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $38.50 per unit. The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility. Underwriting discounts totaled $5.5 million.

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Segment Overview

We review operating results in four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investments in pipeline joint ventures. Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each reportable segment based on the segment EBITDA, except for the investments in pipeline joint ventures segment, which is measured based on net income. Segment reporting is discussed in more detail in Note 8 to our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.

Gathering and Processing

The operational assets in our gathering and processing segment consist of Midland Gathering Assets and Delaware Gathering Assets. The Midland Gathering Assets support our crude oil gathering activities which primarily serves Delek Holdings refining needs throughout the Permian Basin. The Delaware Gathering Assets support our crude oil and natural gas gathering, processing and transportation businesses, as well as water disposal and recycling operations, located in the Delaware Basin of New Mexico, and serving primarily third-party producers and customers. Finally, our gathering and processing assets are integrated with our pipeline assets, which we use to transport gathered crude oil as well as provide other crude oil, intermediate and refined products transportation in support of Delek Holdings' refining operations in Tyler, Texas, El Dorado, Arkansas and Big Spring, Texas, as well as to certain third parties. In providing these services, we do not take ownership of the refined products or crude oil that we transport. While we do not take ownership of gas that is gathered, we sell the processed gas at a market price which we remit to the producer, net of our fees. Therefore, we are not directly exposed to changes in commodity prices with respect to this operating segment. The combination of these operational assets provides a comprehensive, integrated midstream service offering to producers and customers.

Wholesale Marketing and Terminalling

Our wholesale marketing and terminalling segment provides wholesale marketing and terminalling services to Delek Holdings’ refining operations and to independent third parties from whom we receive fees for marketing, transporting, storing and terminalling refined products and to whom we wholesale market refined products. In providing certain of these services, we take ownership of the products and are therefore exposed to market risks related to the volatility of commodity and refined product prices in our West Texas operations, which depend on many factors, including demand and supply of refined products in the West Texas market, the timing of refined product deliveries and downtime at refineries in the surrounding area.

Storage and Transportation

The operational assets in our storage and transportation segment consist of tanks, offloading facilities, trucks and ancillary assets, which provide crude oil, intermediate and refined products transportation and storage services primarily in support of Delek Holdings' refining operations in Tyler, Texas, El Dorado, Arkansas and Big Spring, Texas. Additionally, the assets in this segment provide crude oil transportation services to certain third parties. In providing these services, we do not take ownership of the products or crude oil that we transport or store. Therefore, we are not directly exposed to changes in commodity prices with respect to this operating segment.

Investments in Pipeline Joint Ventures

The Partnership owns a portion of three joint ventures (accounted for as equity method investments) that have constructed separate crude oil pipeline systems and related ancillary assets primarily in the Permian Basin and Gulf Coast regions and with strategic connections to Cushing, Midland and other key exchange points, which provide crude oil and refined product pipeline transportation to third parties and subsidiaries of Delek Holdings.

Corporate and Other

The corporate and other segment primarily consists of general and administrative expenses not allocated to a reportable segment, interest expense and depreciation and amortization. When applicable, it may also contain operating segments that are not reportable and do not meet the criteria for aggregation with any of our existing reportable segments.

Strategic Overview

Long-Term Strategic Objectives

The Partnership’s Long-Term Strategic Objectives have been focused on maintaining stable cash flows and to grow the quarterly distributions paid to our unitholders over time. To that end, we have been focused on growing our asset base within our geographic area, through acquisitions, project development, joint ventures, enhancing our existing systems and lowering our carbon footprint, as we continue to evaluate ways to provide Delek Holdings with logistics services and look for ways to reduce our reliance on Delek Holdings as our primary customer.

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2024 Strategic Focus Areas

We continue to believe that our strategic focus areas are the right ones. As such, we continue to refine our processes for evaluating risks and returns while maintaining a keen eye on our overarching Long-Term Strategic Objectives and our desire to create long-term operational sustainability. To that end, our 2024 Strategic Focus Areas are as follows:

•Generate Stable Cash Flow. Continue to pursue opportunities to provide logistics, marketing and other services to Delek Holdings and third parties pursuant to long-term, fee-based contracts. In new service contracts, endeavor to include minimum volume throughput or other commitments, similar to those included in our current commercial agreements with Delek Holdings.

•Focus on Growing Our Business. Continue to evaluate and pursue opportunities to grow our business through both strategic acquisitions and expansion and construction projects, both internally funded or in combination with potential external partners and through investments in joint ventures. Additionally, where possible, leverage our strong relationship with Delek Holdings to enhance our opportunities to grow our business.

◦Pursue Acquisitions. Pursue strategic acquisitions that both complement our existing assets and provide attractive returns for our unitholders, with a focus on expanding our third-party business. Leverage our current asset base, and our knowledge of the regional markets in which we operate, to target and complete attractive third-party acquisitions, which will enhance our third-party revenues and margin, further diversifying our customer and product mix.

◦Investments in Joint Ventures. Continue to focus on leveraging and, when appropriate, expanding our investments in joint ventures, which have contributed to our initiative to grow our midstream business while increasing our crude oil sourcing flexibility.

•Engage in Mutually Beneficial Transactions with Delek Holdings. Delek Holdings is required, under certain circumstances, to offer us the opportunity to purchase additional logistics assets that Delek Holdings may acquire or construct in the future. Further, we will continue to evaluate additional growth opportunities through subsequent dropdowns of logistics assets acquired or developed by Delek Holdings, while factoring in associated impact on our capital structure and critically evaluating anticipated return on investment. As certain of our commercial agreements with Delek Holdings have expired or are set to expire soon, we are currently engaged in negotiations to renew these contracts and ensure continued value for both ourselves and our sponsor.

•Pursue Attractive Expansion and Construction Opportunities. Continue to evaluate, and when appropriate in the context of our return on investment and risk assessment criteria, pursue organic growth opportunities that complement our existing businesses or that provide attractive returns within or outside our current geographic footprint. Continue to evaluate potential opportunities to make capital investments that will be used to expand our existing asset base through the expansion and construction of new logistics assets to support growth of any of our customers', including Delek Holdings', businesses and from increased third-party activity. These construction projects may be developed either through joint venture relationships or by us acting independently, depending on size and scale.

•Optimize Our Existing Assets and Expand Our Customer Base. Continue seeking to enhance the profitability of our existing assets by adding incremental throughput volumes, improving operating efficiencies and increasing system-wide utilization. Additionally, continue to seek opportunities to further diversify our customer base by increasing third-party throughput volumes running through certain of our existing systems and expanding our existing asset portfolio to service more third-party customers.

•Expand our ESG Consciousness and Lower Our Carbon Footprint. Continue to look for ways to grow our business whilst staying conscious of and minimizing the negative environmental impact, while also seeking opportunities to invest in innovative technologies that will reduce our carbon emissions as we achieve our growth objectives and sustainably improve unitholder returns. We expect to achieve this objective through ESG-Conscious Investments with Clear Value Propositions and Sustainable Returns.

Market Trends

Fluctuations in crude oil, natural gas and NGL prices and the prices of related refined and other hydrocarbon products impact operations in the midstream energy sector. For example, the prices of each of these products have the ability to influence drilling activity in many basins and the amounts of capital spending that crude oil exploration and production companies incur to support future growth. Exploration and production activities have a direct impact on volumes transported through our gathering assets in the geologic basins in which we operate. Additionally, the demand for hydrocarbon-based refined products and related crack spreads significantly impact production decisions of our refining customers and likewise throughputs on our pipelines and other logistics assets. Finally, fluctuations in demand and commodity prices for refined products, as well as the value attributable to RINs, directly impacts our wholesale marketing operations, where we are subject to short-term commodity price fluctuations at the rack. Most of the logistics services we provide (including transportation, gathering and processing services) are subject to long-term fee-based contracts with minimum volume commitments or long-term dedicated acreage agreements which mitigate most of our short-term financial risk to price and demand volatility. However, sustained depressed demand/prices over the longer term could not only curb exploration and production expansion opportunities under our agreements, it could also impact our customers' willingness or ability to renew commercial agreements or result in liquidity or credit constraints that could impact our longer term relationship with them.

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That said, our recent expansion of our gas processing capabilities have improved both our customer and geographic diversification which lowers concentration risk in those areas, in addition to adding service offerings to our portfolio. Furthermore, our dedicated acreage agreements provide significant growth opportunities in strong economic conditions (e.g., high demand/high commodity prices) without incremental customer acquisition cost. Given all of these factors, we believe that we continue to be strategically positioned, even in tougher market conditions, to sustain positive operating results and cash flows and to continue developing profitable growth projects that are needed to support future distribution growth.

The charts on the following page provide historical commodity pricing statistics for crude oil, refined product and natural gas.

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Non-GAAP Measures

Our management uses certain "non-GAAP" operational measures to evaluate our operating segment performance and non-GAAP financial measures to evaluate past performance and prospects for the future to supplement our financial information presented in accordance with United States Generally Accepted Accounting Principles ("GAAP"). These financial and operational non-GAAP measures include:

•Earnings before interest, taxes, depreciation and amortization ("EBITDA") - calculated as net income before net interest expense, income tax expense, depreciation and amortization expense, including amortization of marketing contract intangible, which is included as a component of net revenues in our condensed consolidated statements of income and comprehensive income in Item 1. to this Quarterly Report on Form 10-Q. •Distributable cash flow - calculated as net cash flow from operating activities plus or minus changes in assets and liabilities, less maintenance capital expenditures net of reimbursements and other adjustments not expected to settle in cash. The Partnership believes this is an appropriate reflection of a liquidity measure by which users of its financial statements can assess its ability to generate cash.

EBITDA and distributable cash flow are non-GAAP supplemental financial measures that management and external users of our condensed consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

•our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of EBITDA, financing methods;

•the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;

•our ability to incur and service debt and fund capital expenditures; and

•the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

We believe that the presentation of EBITDA and distributable cash flow provide information useful to investors in assessing our financial condition and results of operations. EBITDA and distributable cash flow should not be considered alternatives to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and distributable cash flow have important limitations as analytical tools, because they exclude some, but not all, items that affect net income and net cash provided by operating activities. Additionally, because EBITDA and distributable cash flow may be defined differently by other partnerships in our industry, our definitions of EBITDA and distributable cash flow may not be comparable to similarly titled measures of other partnerships, thereby diminishing their utility. See below for a reconciliation of EBITDA and distributable cash flow to their most directly comparable GAAP financial measures.

Non-GAAP Reconciliations

The following table provides a reconciliation of EBITDA and distributable cash flow (which are defined above) to the most directly comparable GAAP measure, or net income and net cash from operating activities, respectively.

Reconciliation of net income to EBITDA (in thousands)
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	41,058	$	31,896	$	73,706	$	69,263
Add:
Income tax expense	57		256		383		558
Depreciation and amortization	24,207		23,727		50,702		44,832
Amortization of marketing contract intangible	1,802		1,802		3,605		3,605
Interest expense, net	35,268		35,099		75,497		67,680
EBITDA	$	102,392	$	92,780	$	203,893	$	185,938

Reconciliation of net cash from operating activities to distributable cash flow (in thousands)
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net cash provided by operating activities	$	87,639	$	34,612	$	131,497	$	63,802
Changes in assets and liabilities	(24,305)		27,259		1,482		64,929
Distributions from equity method investments in investing activities	540		—		2,673		1,440
Non-cash lease expense	38		(2,247)		(1,901)		(4,447)
Regulatory and sustaining capital expenditures not distributable (1)	(3,007)		391		(4,286)		(3,855)
Reimbursement from Delek Holdings for capital expenditures (2)	(4)		674		282		1,011
Accretion of asset retirement obligations	(186)		(176)		(373)		(352)
Deferred income taxes	(103)		(518)		(204)		(629)
Gain on disposal of assets	7,197		455		6,630		313
Distributable cash flow	$	67,809	$	60,450	$	135,800	$	122,212

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(1) Regulatory and sustaining capital expenditures represent cash expenditures (including for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity. Examples include expenditures for the repair, refurbishment and replacement of pipelines and terminals, to maintain equipment reliability, integrity and safety and to address environmental laws and regulations.

(2) Reimbursement from Delek Holdings for capital expenditures represents amounts for certain capital expenditures reimbursable to us from Delek Holdings pursuant to the terms of the Omnibus Agreement (as defined in Note 2 to our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q).

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Summary of Financial and Other Information

A discussion and analysis of the factors contributing to our results of operations is presented below. The financial statements, together with the following information, are intended to provide investors with a reasonable basis for assessing our historical operations, but should not serve as the only criteria for predicting our future performance.

The following table provides summary financial data (in thousands, except unit and per unit amounts):

Summary Statement of Operations Data (1)	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net revenues:
Gathering and Processing	$	92,643	$	93,237	$	188,526	$	185,669
Wholesale marketing and terminalling	135,600		118,827		254,870		231,136
Storage and transportation	36,385		34,847		73,307		73,631
Total	264,628		246,911		516,703		490,436
Cost of materials and other	138,060		128,125		261,752		254,221
Operating expenses (excluding depreciation and amortization presented below)	29,628		28,956		61,544		53,696
General and administrative expenses	6,016		6,611		10,879		14,121
Depreciation and amortization	24,207		23,727		50,702		44,832
Other operating income, net	(1,744)		(455)		(1,177)		(313)
Operating income	$	68,461	$	59,947	$	133,003	$	123,879
Interest expense, net	35,268		35,099		75,497		67,680
Income from equity method investments	(7,882)		(7,285)		(16,372)		(13,601)
Other income, net	(40)		(19)		(211)		(21)
Total non-operating expenses, net	27,346		27,795		58,914		54,058
Income before income tax expense	41,115		32,152		74,089		69,821
Income tax expense	57		256		383		558
Net income attributable to partners	$	41,058	$	31,896	$	73,706	$	69,263
Comprehensive income attributable to partners	$	41,058	$	31,896	$	73,706	$	69,263
EBITDA(2)	$	102,392	$	92,780	$	203,893	185,938
Net income per limited partner unit:
Basic	$	0.87	$	0.73	$	1.61	$	1.59
Diluted	$	0.87	$	0.73	$	1.61	$	1.59
Weighted average limited partner units outstanding:
Basic	47,219,184		43,577,428		45,812,770		43,573,716
Diluted	47,232,507		43,597,282		45,829,522		43,591,726

(1) This information is presented at a summary level for your reference. See the condensed consolidated statements of income and comprehensive income in Item 1. to this Quarterly Report on Form 10-Q for more detail regarding our results of operations.

(2) For a definition of EBITDA, see "Non-GAAP Measures" above.

We report operating results in four reportable segments:

•Gathering and Processing

•Wholesale Marketing and Terminalling

•Storage and Transportation

•Investments in Pipeline Joint Ventures

Decisions concerning the allocation of resources and assessment of operating performance are made based on this segmentation. Management measures the operating performance of each of its reportable segments based on the segment EBITDA.    

28 |

Results of Operations

Consolidated Results of Operations — Comparison of the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023

Net Revenues

Q2 2024 vs. Q2 2023

Net revenues increased by $17.7 million, or 7.2%, in the second quarter of 2024 compared to the second quarter of 2023, primarily driven by the following:

•increased revenue of $11.4 million in our West Texas marketing operations primarily driven by increases in volumes sold, partially offset by a decrease in average sales prices per gallon and decrease in RINs revenue:

◦the volumes of gasoline and diesel sold increased by 3.6 million and 3.4 million gallons, respectively;

◦the average sales prices per gallon of gasoline and diesel sold decreased by $0.14 and $0.06 per gallon, respectively; and

◦RINs revenue decreased from $3.2 million in the second quarter of 2023 to $1.3 million in the second quarter of 2024, due to decrease in RINs prices.

•increase in terminalling and marketing revenue primarily due to rate increases and increased volumes.

YTD 2024 vs. YTD 2023

Net revenues increased by $26.3 million, or 5.4%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase was primarily driven by the following:

•increased revenue of $10.8 million in our West Texas marketing operations primarily driven by increases in volumes sold, partially offset by a decrease in average sales prices per gallon and decrease in RINs revenue:

◦the volumes of gasoline and diesel sold increased by 7.6 million and 3.9 million gallons, respectively;

◦the average sales prices per gallon of gasoline and diesel sold decreased by $0.19 and $0.19 per gallon, respectively; and

◦RINs revenue decreased from $5.6 million in the six months ended June 30, 2023 to $2.4 million in the six months ended June 30, 2024, due to decrease in RINs prices.

•increase in terminalling and marketing revenue primarily due to rate increases and increased volumes.

Cost of Materials and Other

Q2 2024 vs. Q2 2023

Cost of materials and other increased by $9.9 million, or 7.8%, in the second quarter of 2024 compared to the second quarter of 2023, primarily driven by the following:

•increased costs of materials and other of $14.4 million in our West Texas marketing operations primarily driven by increases in the volumes of gasoline and diesel sold, partially offset by decreases in the average cost per gallon:

◦the volumes of gasoline and diesel sold increased by 3.6 million and 3.4 million gallons, respectively; and

◦the average cost per gallon of gasoline sold decreased by $0.14 per gallon, partially offset by an increase in average cost per gallon of diesel sold of $0.03 per gallon.

Such increase was partially offset by the following:

•decrease of $2.2 million in our gathering and processing segment driven primarily by lower natural gas costs.

YTD 2024 vs. YTD 2023

Cost of materials and other increased by $7.5 million, or 3.0%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by

•increased costs of materials and other of $16.2 million in our West Texas marketing operations primarily driven by increases in the average volumes of gasoline and diesel sold, partially offset by decreased costs per gallon:

◦the volumes of gasoline and diesel sold increased by 7.6 million and 3.9 million gallons, respectively; and

◦the average cost per gallon of gasoline and diesel sold decreased by $0.21 per gallon and $0.10 per gallon, respectively.

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Such increase was partially offset by the following:

•decrease of $7.4 million in our gathering and processing segment driven primarily by lower natural gas costs.

Operating Expenses

Q2 2024 vs. Q2 2023

Operating expenses increased by $0.7 million, or 2.3%, in the second quarter of 2024 compared to the second quarter of 2023.

YTD 2024 vs. YTD 2023

Operating expenses increased by $7.8 million, or 14.6%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by an increase in contract services.

General and Administrative Expenses

Q2 2024 vs. Q2 2023

General and administrative expenses decreased by $0.6 million, or 9.0%, in the second quarter of 2024 compared to the second quarter of 2023.

YTD 2024 vs. YTD 2023

General and administrative expenses decreased by $3.2 million, or 23.0%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by the following:

•decrease in lease expense; and

•decrease in contract services.

Depreciation and Amortization

Q2 2024 vs. Q2 2023

Depreciation and amortization increased by $0.5 million, or 2.0%, in the second quarter of 2024 compared to the second quarter of 2023.

YTD 2024 vs. YTD 2023

Depreciation and amortization increased by $5.9 million, or 13.1%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by the following:

•depreciation associated with new projects in-serviced during the period.

Other operating income, net

Q2 2024 vs. Q2 2023

Other operating income, net increased by $1.3 million, or 283.3%, in the second quarter of 2024 compared to the second quarter of 2023, primarily driven by the following:

•increase in gain on disposal of assets predominantly due to $8.3 million in condemnation proceeds received in the second quarter of 2024; and

•partially offset by $5.4 million related to settlement of payment dispute.

YTD 2024 vs. YTD 2023

Gain on disposal of assets increased by $0.9 million, or 276.0%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by the following:

•increase in gain on disposal of assets predominantly due to $8.3 million in condemnation proceeds received in the second quarter of 2024; and

•partially offset by $5.4 million related to settlement of payment dispute.

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Interest Expense

Q2 2024 vs. Q2 2023

Interest expense increased by $0.2 million, or 0.5%, in the second quarter of 2024 compared to the second quarter of 2023.

YTD 2024 vs. YTD 2023

Interest expense increased by $7.8 million, or 11.5%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by the following:

•debt extinguishment costs of $3.6 million associated with the payoff of the DKL Term Loan Facility and the 2025 Notes with proceeds from the 2029 Notes issued in March 2024;

•interest associated with the 2029 Notes issued in the first quarter of 2024; and

•partially offset by a decrease in interest associated with the DKL Revolving Facility due to lower average outstanding borrowings.

Results from Equity Method Investments

Q2 2024 vs. Q2 2023

Income from equity method investments increased by $0.6 million, or 8.2%, in the second quarter of 2024 compared to the second quarter of 2023.

YTD 2024 vs. YTD 2023

Income from equity method investments increased by $2.8 million, or 20.4%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily due to increases in throughput at two of our joint ventures that were negatively impacted by the turnaround at the Tyler Refinery in prior year.

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Operating Segments

Gathering and Processing Segment

The following tables and discussion present the results of operations and certain operating statistics of the gathering and processing segment for the three and six months ended June 30, 2024 and 2023:

Gathering and Processing
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net Revenues	$	92,643	$	93,237	$	188,526	$	185,669
Cost of materials and other	$	19,660	$	21,857	$	37,529	$	44,881
Operating expenses (excluding depreciation and amortization)	$	19,546	$	20,631	$	39,251	$	34,853
Segment EBITDA	$	54,680	$	52,663	$	112,439	$	108,108

Throughputs (average bpd)
	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
El Dorado Assets:
Crude pipelines (non-gathered)	73,320	61,260	73,166	62,131
Refined products pipelines to Enterprise Systems	60,575	44,966	61,904	49,957
El Dorado Gathering System	13,024	13,041	13,005	13,509
East Texas Crude Logistics System	23,259	30,666	21,481	26,690
Midland Gathering System	206,933	221,876	210,196	221,993
Plains Connection System	210,033	255,035	233,438	247,856

Delaware Gathering Assets Volumes
	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Natural Gas Gathering and Processing (Mcfd(1))	76,237	73,309	76,280	74,008
Crude Oil Gathering (bpd(2))	123,927	117,017	123,718	110,408
Water Disposal and Recycling (bpd(2))	116,916	127,195	118,592	107,848

(1) Mcfd - average thousand cubic feet per day.

(2) bpd - average barrels per day.

Operational comparison of the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023:

Net Revenues

Q2 2024 vs. Q2 2023

Net revenues for the gathering and processing segment decreased by $0.6 million, or 0.6%, in the second quarter of 2024 compared to the second quarter of 2023.

YTD 2024 vs. YTD 2023

Net revenues for the gathering and processing segment increased by $2.9 million, or 1.5%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Cost of Materials and Other

Q2 2024 vs. Q2 2023

Cost of materials and other for the gathering and processing segment decreased by $2.2 million, or 10.1%, in the second quarter of 2024 compared to the second quarter of 2023, driven primarily by driven primarily by lower natural gas costs.

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YTD 2024 vs. YTD 2023

Cost of materials and other for the gathering and processing segment decreased by $7.4 million, or 16.4%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, driven primarily by lower natural gas costs.

Operating Expenses

Q2 2024 vs. Q2 2023

Operating expenses for the gathering and processing segment decreased by $1.1 million, or 5.3%, in the second quarter of 2024 compared to the second quarter of 2023.

YTD 2024 vs. YTD 2023

Operating expenses for the gathering and processing segment increased by $4.4 million, or 12.6%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by increase in contract services.

EBITDA

Q2 2024 vs. Q2 2023

EBITDA increased by $2.0 million, or 3.8%, in the second quarter of 2024 compared to the second quarter of 2023.

YTD 2024 vs. YTD 2023

EBITDA increased by $4.3 million, or 4.0%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

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Wholesale Marketing and Terminalling Segment

The following tables and discussion present the results of operations and certain operating statistics of the wholesale marketing and terminalling segment for the three and six months ended June 30, 2024 and 2023:

Wholesale Marketing and Terminalling
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net Revenues	$	135,600	$	118,827	$	254,870	$	231,136
Cost of materials and other	$	103,901	$	88,910	$	195,805	$	176,392
Operating expenses (excluding depreciation and amortization presented below)	$	3,273	$	3,848	$	7,101	$	8,456
Segment EBITDA	$	30,205	$	27,983	$	55,479	$	49,937

Operating Information
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
East Texas - Tyler Refinery sales volumes (average bpd) (1)	71,082		69,310		68,779		52,158
Big Spring marketing throughputs (average bpd)	81,422		75,164		79,019		76,763
West Texas marketing throughputs (average bpd)	11,381		9,985		10,678		9,454
West Texas marketing gross margin per barrel	$	2.99	$	7.01	$	2.60	$	6.27
Terminalling throughputs (average bpd) (2)	159,260		134,323		147,937		113,926

(1) Excludes jet fuel and petroleum coke.

(2) Consists of terminalling throughputs at our Tyler, Big Spring, Big Sandy and Mount Pleasant, Texas terminals, our El Dorado and North Little Rock, Arkansas terminals and our Memphis and Nashville, Tennessee terminals.

Operational comparison of the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023:

Net Revenues

Q2 2024 vs. Q2 2023

Net revenues for the wholesale marketing and terminalling segment increased by $16.8 million, or 14.1%, in the second quarter of 2024 compared to the second quarter of 2023, driven primarily by the following:

•increased revenue of $11.4 million in our West Texas marketing operations primarily driven by increases in volumes sold, partially offset by a decrease in average sales prices per gallon and decrease in RINs revenue:

◦the volumes of gasoline and diesel sold increased by 3.6 million and 3.4 million gallons, respectively;

◦the average sales prices per gallon of gasoline and diesel sold decreased by $0.14 and $0.06 per gallon, respectively; and

◦RINs revenue decreased from $3.2 million in the second quarter of 2023 to $1.3 million in the second quarter of 2024, due to decrease in RINs prices.

•increase in terminalling and marketing revenue primarily due to rate increases and increased volumes.

YTD 2024 vs. YTD 2023

Net revenues for the wholesale marketing and terminalling segment increased by $23.7 million, or 10.3%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by the following:

•increased revenue of $10.8 million in our West Texas marketing operations primarily driven by increases in volumes sold, partially offset by a decrease in average sales prices per gallon and decrease in RINs revenue:

◦the volumes of gasoline and diesel sold increased by 7.6 million and 3.9 million gallons, respectively;

◦the average sales prices per gallon of gasoline and diesel sold decreased by $0.19 and $0.19 per gallon, respectively; and

◦RINs revenue decreased from $5.6 million in the six months ended June 30, 2023 to $2.4 million in the six months ended June 30, 2024, due to decrease in RINs prices.

•increase in terminalling and marketing revenue primarily due to rate increases and increased volumes.

34 |

The following charts show summaries of the average sales prices per gallon of gasoline and diesel and refined products volume impacting our West Texas operations for the three and six months ended June 30, 2024 and 2023.

Cost of Materials and Other

Q2 2024 vs. Q2 2023

Cost of materials and other for the wholesale marketing and terminalling segment increased by $15.0 million, or 16.9%, in the second quarter of 2024 compared to the second quarter of 2023, driven primarily by the following:

•increased costs of materials and other of $14.4 million in our West Texas marketing operations primarily driven by increases in the volumes of gasoline and diesel sold, partially offset by decreases in the average cost per gallon:

◦the volumes of gasoline and diesel sold increased by 3.6 million and 3.4 million gallons, respectively; and

◦the average cost per gallon of gasoline sold decreased by $0.14 per gallon, partially offset by an increase in average cost per gallon of diesel sold of $0.03 per gallon.

YTD 2024 vs. YTD 2023

Cost of materials and other for the wholesale marketing and terminalling segment increased by $19.4 million, or 11.0%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by the following:

•increased costs of materials and other of $16.2 million in our West Texas marketing operations primarily driven by increases in the average volumes of gasoline and diesel sold, partially offset by decreased costs per gallon:

◦the volumes of gasoline and diesel sold increased by 7.6 million and 3.9 million gallons, respectively; and

◦the average cost per gallon of gasoline and diesel sold decreased by $0.21 per gallon and $0.10 per gallon, respectively.

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The following chart shows a summary of the average prices per gallon of gasoline and diesel purchased in our West Texas operations for the three and six months ended June 30, 2024 and 2023. Refer to the Refined Products Volume - Gallons chart above for a summary of volumes impacting our West Texas operations.

Operating Expenses

Q2 2024 vs. Q2 2023

Operating expenses for the wholesale marketing and terminalling segment decreased by $0.6 million, or 14.9%, in the second quarter of 2024 compared to the second quarter of 2023, driven primarily by a decrease in outside service costs.

YTD 2024 vs. YTD 2023

Operating expenses for the wholesale marketing and terminalling segment decreased by $1.4 million, or 16.0%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

EBITDA

Q2 2024 vs. Q2 2023

EBITDA increased by $2.2 million, or 7.9%, in the second quarter of 2024 compared to the second quarter of 2023, driven primarily by the following increase in terminalling utilization, partially offset by a decline in wholesale margins due to lower RINs prices.

YTD 2024 vs. YTD 2023

EBITDA increased by $5.5 million, or 11.1%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily driven by increase in terminalling utilization, partially offset by a decline in wholesale margins due to lower RINs prices.

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Storage and Transportation Segment

The following tables and discussion present the results of operations and certain operating statistics of the storage and transportation segment for the three and six months ended June 30, 2024 and 2023:

Storage and Transportation
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net revenues	$	36,385	$	34,847	$	73,307	$	73,631
Cost of materials and other	$	14,470	$	17,333	$	28,363	$	35,937
Operating expenses (excluding depreciation and amortization presented below)	$	4,534	$	4,105	$	9,555	$	9,665
Segment EBITDA	$	16,752	$	14,978	$	34,879	$	28,400

Operation comparison of the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023

Net Revenues

Q2 2024 vs. Q2 2023

Net revenues for the storage and transportation segment increased by $1.5 million, or 4.4%, in the second quarter of 2024 compared to the second quarter of 2023.

YTD 2024 vs. YTD 2023

Net revenues for the storage and transportation segment decreased by $0.3 million, or 0.4%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Cost of Materials and Other

Q2 2024 vs. Q2 2023

Cost of materials and other for the storage and transportation segment decreased by $2.9 million, or 16.5%, in the second quarter of 2024 compared to the second quarter of 2023 primarily due to decrease in trucking activity.

YTD 2024 vs. YTD 2023

Cost of materials and other for the storage and transportation segment decreased by $7.6 million, or 21.1%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily due to decrease in trucking activity.

Operating Expenses

Q2 2024 vs. Q2 2023

Operating expenses for the storage and transportation segment increased by $0.4 million, or 10.5%, in the second quarter of 2024 compared to the second quarter of 2023.

YTD 2024 vs. YTD 2023

Operating expenses for the storage and transportation segment decreased by $0.1 million, or 1.1%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

EBITDA

Q2 2024 vs. Q2 2023

EBITDA increased by $1.8 million, or 11.8%, in the second quarter of 2024 compared to the second quarter of 2023.

YTD 2024 vs. YTD 2023

EBITDA increased by $6.5 million, or 22.8%, in the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily due to favorable rate escalations associated with pipeline and rail movement and lower cost associated with decrease in trucking activity.

37 |

Investments in Pipeline Joint Ventures Segment

The Investments in Pipeline Joint Ventures segment relates to strategic Joint Venture investments, accounted for as equity method investments, to support the Delek Holdings operations in terms of offering connection to takeaway pipelines, alternative crude supply sources and flow of high quality crude oil to the Delek Holdings refining system. As a result, Delek Holdings is a major shipper and customer on certain of the Joint Venture pipelines, with minimum volume commitment ("MVC") agreements, which cushion the Joint Venture entities during periods of low activity. The other Joint Venture owners are usually major shippers on the pipelines resulting in a majority of the revenue of the Joint Venture entities coming from MVC agreements with related entities.

Investments in pipeline joint ventures segment include the Partnership's joint ventures investments described in Note 7 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q.

Refer to Consolidated Results of Operations above for details and discussion of the investments in pipeline joint ventures segment for the three and six months ended June 30, 2024.

Liquidity and Capital Resources

Sources of Capital

We consider the following when assessing our liquidity and capital resources:

(i) cash generated from operations;	(iv) potential issuance of additional debt securities; and
(ii) borrowings under our revolving credit facility;	(v) potential sale of assets.
(iii) potential issuance of additional equity;

At June 30, 2024, our total liquidity amounted to $824.9 million comprised of $819.8 million in unused credit commitments under our third-party revolving credit facility (as discussed in Note 5 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q), and $5.1 million in cash and cash equivalents. Historically, we have generated adequate cash from operations to fund ongoing working capital requirements, pay quarterly cash distributions and operational capital expenditures, and we expect the same to continue in the foreseeable future. Other funding sources, including the issuance of additional debt securities, have been utilized to fund growth capital projects such as dropdowns and other acquisitions. In addition, we have historically been able to source funding at rates that reflect market conditions, our financial position and our credit ratings. We continue to monitor market conditions, our financial position and our credit ratings and expect future funding sources to be at rates that are sustainable and profitable for the Partnership. However, there can be no assurances regarding the availability of any future financings or additional credit facilities or whether such financings or additional credit facilities can be made available on terms that are acceptable to us. We believe we have sufficient financial resources from the above sources to meet our funding requirements in the next 12 months, including working capital requirements, quarterly cash distributions and capital expenditures. Nevertheless, our ability to satisfy working capital requirements, to service our debt obligations, to fund planned capital expenditures, or to pay distributions will depend upon future operating performance, which will be affected by prevailing economic conditions in the oil industry and other financial and business factors, including crude oil prices, some of which are beyond our control. We continuously review our liquidity and capital resources. If market conditions were to change, for instance due to a significant decline in crude oil prices, and our revenue was reduced significantly or operating costs were to increase significantly, our cash flows and liquidity could be reduced. Additionally, it could cause the rating agencies to lower our credit ratings. There are no ratings triggers that would accelerate the maturity of any borrowings under our debt agreements.

Cash Distributions

On July 30, 2024, the board of directors of our general partner declared a distribution of $1.090 per common unit (the "Distribution"), which equates to an estimated amount of approximately $51.5 million per quarter, or approximately $205.9 million per year, based on the number of common units outstanding as of June 30, 2024. The Distribution will be paid on August 14, 2024 to common unitholders of record on August 9, 2024 and represents a 5.3% increase over the second quarter 2023 distribution. This increase in the distribution is consistent with our intent to maintain an attractive distribution growth profile over the long term. Although our Partnership Agreement requires that we distribute all of our available cash each quarter, we do not otherwise have a legal obligation to distribute any particular amount per common unit.

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The table below summarizes the quarterly distributions related to our quarterly financial results:

Quarter Ended	Total Quarterly Distribution Per Limited Partner Unit	Total Cash Distribution (in thousands)
March 31, 2023	$1.025	$44,664
June 30, 2023	$1.035	$45,112
March 31, 2024	$1.070	$50,521
June 30, 2024 (1)	$1.090	$51,481

(1) On July 30, 2024, the board of directors of our general partner declared this quarterly cash distribution, payable on August 14, 2024, to unitholders of record on August 9, 2024. The total cash distribution was estimated based on the number of common units outstanding as of June 30, 2024.

Equity Offering

On March 12, 2024, we completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $38.50 per unit. The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility. Underwriting discounts totaled $5.5 million.

Cash Flows

The following table sets forth a summary of our condensed consolidated cash flows for the six months ended June 30, 2024 and 2023 (in thousands):

	Six Months Ended June 30,
	2024		2023
Net cash provided by operating activities	$	131,497	$	63,802
Net cash used in investing activities	(15,421)		(54,893)
Net cash used in financing activities	(114,720)		(9,164)
Net increase (decrease) in cash and cash equivalents	$	1,356	$	(255)

Operating Activities

Net cash provided by operating activities increased by $67.7 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The cash receipts from customer activities increased by $21.2 million and cash payments to suppliers and for allocations to Delek Holdings for salaries decreased by $28.6 million. In addition, cash dividends received from equity method investments increased by $2.1 million and cash paid for debt interest decreased by $15.8 million.

Investing Activities

Net cash used in investing activities decreased by $39.5 million during the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily due to decrease of $29.0 million in purchases of property, plant and equipment primarily associated with growth projects in our gathering and processing segment, and a $9.1 million increase in proceeds from sale of property, plant and equipment predominantly due to $8.3 million of condemnation proceeds received from eminent domain proceedings in Texas in the current period. Additionally, distributions from equity method investments increased $1.2 million.

Financing Activities

Net cash provided by financing activities decreased by $105.6 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This decrease was primarily driven by net payments under our revolving credit facility which increased by $540.8 million due to paydown in conjunction with the issuance of the 2029 Notes. Additionally contributing to this decrease was an increase in deferred financing costs paid of $12.6 million associated with the 2029 Note issuance, an increase in distributions paid of $7.7 million and a $6.2 million increase in payments on other financing arrangements. Partially offsetting these decreases was an increase of $132.2 million due to proceeds from the equity issuance in March 2024, and an increase of $328.8 million in net proceeds from term debt primarily due to the issuance of the 2029 Notes.

Debt Overview

As of June 30, 2024, we had total indebtedness of $1,580.2 million. The decrease of $131.6 million in our long-term debt balance compared to the balance at December 31, 2023 resulted from the payments under the DKL Credit Facility and the 2025 Notes, which was partially offset by the issuance of the 2029 Notes during the six months ended June 30, 2024. As of June 30, 2024, our total indebtedness consisted of:

•An aggregate principal amount of $330.2 million under the DKL Revolving Facility, due on October 13, 2027, with an average borrowing rate of 8.00%.

•An aggregate principal amount of $400.0 million, under the 2028 Notes (7.125% senior notes), due in 2028, with an effective interest rate of 7.39%.

•An aggregate principal amount of $850.0 million, under the 2029 Notes (8.625% senior notes), due in 2029, with an effective interest rate of 8.95%.

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We believe we were in compliance with the covenants in all debt facilities as of June 30, 2024. See Note 5 of our condensed consolidated financial statements in Item 1. Financial Statements, of this Quarterly Report on Form 10-Q for a complete discussion of our third-party indebtedness.

Agreements Governing Certain Indebtedness of Delek Holdings

Delek Holdings' level of indebtedness, the terms of its borrowings and any future credit ratings could adversely affect our ability to grow our business, our ability to make cash distributions to our unitholders and our credit profile. Our current and future credit ratings may also be affected by Delek Holdings' level of indebtedness, financial performance and credit ratings.

Capital Spending

A key component of our long-term strategy is our capital expenditure program, which includes strategic consideration and planning for the timing and extent of regulatory maintenance, sustaining maintenance, and growth capital projects. These categories are described below:

•Regulatory maintenance projects in the gathering and processing segment are those expenditures expected to be spent on certain of our pipelines to maintain their operational integrity pursuant to applicable environmental and other regulatory requirements. Regulatory projects in the wholesale marketing and terminalling segment relates to scheduled maintenance and improvements on our terminalling tanks and racks at certain of our terminals in order to maintain environmental and other regulatory compliance. These expenditures have historically been and will continue to be financed through cash generated from operations.

•Sustaining capital expenditures represent capitalizable expenditures for the addition or improvement to, or the replacement of, our capital assets, and for the acquisition of existing, or the construction or development of new, capital assets made to maintain our long-term operating income or operating capacity. Examples of sustaining capital expenditures are expenditures for the repair, refurbishment and replacement of pipelines, tanks and terminals, to maintain equipment reliability, integrity and safety and to maintain compliance with environmental laws and regulations. Delek Holdings has agreed to reimburse us with respect to certain assets it has transferred to us pursuant to the terms of the Omnibus Agreement (as defined in Note 2 to our accompanying condensed consolidated financial statements). When not provided for under reimbursement agreements, such activities are generally funded by cash generated from operations.

•Growth projects include those projects that do not fall into one of the two categories above, and could include committed expansion projects under contracts with customers as well as other incremental growth projects, but are generally expected to produce incremental cash flows in accordance with our internal return on invested capital policy. Depending on the magnitude, funding for such projects may include cash generated from operations, borrowings under existing credit facilities, or issuances of additional debt or equity securities.

The following table summarizes our actual capital expenditures, including any material capital expenditure payments made or forecasted to be made in advance of receipt of goods and materials, for the six months ended June 30, 2024:

(in thousands)	Full Year 2024 Forecast (1)		Six Months Ended June 30, 2024
Gathering and Processing
Regulatory	$	750	$	—
Sustaining	3,900		1,008
Growth	49,500		21,066
Gathering and Processing Segment Total	$	54,150	$	22,074
Wholesale Marketing and Terminalling
Regulatory	$	3,300	$	27
Sustaining	2,379		(6)
Growth	—		—
Wholesale Marketing and Terminalling Segment Total	$	5,679	$	21
Storage and Transportation
Regulatory	$	1,500	$	322
Sustaining	8,500		2,935
Growth	—		—
Storage and Transportation Segment Total	$	10,000	$	3,257
Total Capital Spending	$	69,829	$	25,352

(1) Excludes estimated 2024 costs of $90 million to $100 million related to our new natural gas processing plant. Refer to 'Other 2024 Developments' section of Item 2. Management's Discussion and Analysis, of this Quarterly Report on Form 10-Q for further information.

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The amount of our capital expenditure forecast is subject to change due to unanticipated increases in the cost, scope and completion time for our capital projects. For example, we may experience increases in the cost of and/or timing to obtain necessary equipment required for our continued compliance with government regulations or to complete improvement projects. Additionally, the scope and cost of employee or contractor labor expense related to installation of that equipment could increase from our projections.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements through the date of the filing of this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Impact of Changing Prices

Our revenues and cash flows, as well as estimates of future cash flows, are sensitive to changes in commodity prices. Shifts in the cost of crude oil, natural gas, NGLs, refined products and ethanol and related selling prices of these products can generate changes in our operating margins.

Interest Rate Risk

Debt that we incur under the DKL Credit Facility bears interest at floating rates and will expose us to interest rate risk. The outstanding floating rate borrowings totaled approximately $330.2 million as of June 30, 2024. The annualized impact of a hypothetical one percent change in interest rates on our floating rate debt outstanding as of June 30, 2024 would be to change interest expense by approximately $3.3 million.

Inflation

Inflationary factors, such as increases in the costs of our inputs, operating expenses, and interest rates may adversely affect our operating results. In addition, current or future governmental policies may increase or decrease the risk of inflation, which could further increase costs and may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales if the prices at which we are able to sell our products and services do not increase in line with increases in costs.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that the information that we are required to disclose in reports we file under the Exchange Act is accumulated and appropriately communicated to management. We carried out an evaluation required by Rule 13a-15(b) of the Exchange Act, under the supervision and with the participation of our management, including the Principal Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the reporting period. Based on that evaluation, the Principal Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the reporting period.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the second quarter of 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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Other Information

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including, environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our business, financial condition or results of operations. See Note 9 to our accompanying condensed consolidated financial statements, which is incorporated by reference in this Item 1, for additional information.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors identified in the Partnership’s fiscal 2023 Annual Report on Form 10-K, except as follows:

We may be unsuccessful in integrating the operations of the assets we have acquired or may acquire with our operations, and in realizing all or any part of the anticipated benefits of any such acquisitions.

From time to time, we evaluate and acquire assets and businesses that we believe complement our existing assets and businesses. Acquisitions may require substantial capital or the incurrence of substantial indebtedness. Our capitalization and results of operations may change significantly as a result of completed or future acquisitions. Acquisitions and business expansions involve numerous risks, including difficulties in the assimilation of the assets and operations of the acquired businesses, inefficiencies and difficulties that arise because of unfamiliarity with new assets and the businesses associated with them, and new geographic areas and the diversion of management's attention from other business concerns. Further, unexpected costs and challenges may arise whenever businesses with different operations or management are combined, and we may experience unanticipated delays in realizing the benefits of an acquisition. Also, following an acquisition, we may discover previously unknown liabilities associated with the acquired business or assets for which we have no recourse under applicable indemnification provisions.

On August 2, 2024, we entered into the H2O Purchase Agreement for the acquisition of H2O Midstream. We expect the transaction to close by the end of 2024, subject to closing conditions. If these conditions are not satisfied or waived, the acquisition of H2O Midstream will not be consummated. If the closing of the H2O Midstream acquisition is substantially delayed or does not occur at all, or if the terms of the acquisition are required to be modified substantially, we may not realize the anticipated benefits of the acquisition fully or at all, or they may take longer to realize than expected.

The H2O Midstream acquisition will require management to devote significant attention and resources to integrating the H2O Midstream business with our business. Potential difficulties that may be encountered in the integration process include, among others:

•the inability to successfully integrate the H2O Midstream business into our business in a manner that permits us to achieve the revenue and cost savings that we announced as anticipated from the acquisition;

•complexities associated with managing the larger, integrated business;

•potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the acquisition;

•integrating personnel from the two companies while maintaining focus on providing consistent, high-quality products and services;

•loss of key employees;

•integrating relationships with customers, vendors and business partners;

•performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the acquisition and integration of H2O Midstream’s operations into us; and

•the disruption in each company’s ongoing business or inconsistencies in standards, controls, procedures and policies.

Furthermore, delays or difficulties in the integration process could adversely affect our business, financial results, financial condition and stock price. Even if we are able to integrate our business operations successfully, there can be no assurance that the integration will result in the realization of the full benefits of synergies, cost savings, innovation and operational efficiencies that we currently expect or have communicated from this integration or that these benefits will be achieved within the anticipated timeframe.

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Legal Proceedings & Disclosures

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the quarter ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).

Intercompany Transactions

On August 5, 2024, Delek Holdings and certain of its subsidiaries entered into a series of intercompany transactions with the Partnership and certain of its subsidiaries, as described below. The transactions, including the consideration therefor, were negotiated and approved by the Audit Committee of the Board of Directors of Delek Holdings, which is comprised solely of independent directors, and by the Conflicts Committee of the Board of Directors of our general partner, which is also comprised solely of independent directors. The Board of Directors of Delek Holdings engaged Barclays to act as its exclusive financial advisor and Bradley Arant Boult Cummings LLP to act as its legal counsel. The Conflicts Committee engaged Intrepid Partners, LLC to act as its exclusive financial advisor and Gibson, Dunn & Crutcher LLP to act as its legal counsel.

Wink to Webster Contribution

On August 5, 2024, Delek Holdings contributed all of its interest in the Wink to Webster pipeline joint venture (the “Contribution”) to the Partnership. The Contribution was made pursuant to a Contribution Agreement (the “Contribution Agreement”) between Delek US Energy, Inc. (“DKE”), a wholly-owned subsidiary of Delek Holdings, and the Partnership. Total consideration for the Contribution, including the approximately $280 million of joint venture indebtedness included therewith, was approximately $500 million, subject to post-closing adjustment, and included (i) $68 million in cash, (ii) 2,300,000 newly issued common units of limited partnership interest in the Partnership (our “common units”) and (iii) cancellation of a $60.0 million intercompany receivable owed by Delek Holdings to the Partnership. The Partnership also paid Delek Holdings approximately $18.6 million for an additional 0.6% interest in the Wink to Webster pipeline joint venture that was acquired by Delek Holdings from a joint venture partner on August 1, 2024, bringing the total interest in the Wink to Webster pipeline joint venture contributed to the Partnership to 15.6%.

The Contribution was effected by DKE transferring 100% of the limited liability company interests in Delek Permian Pipeline Holdings, LLC, which holds certain subsidiaries that collectively included joint venture financing entities and the 15.6% Wink to Webster pipeline joint venture interest. The offering and sale of our common units pursuant to the Contribution Agreement are intended to be exempt under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption afforded by Section 4(2) and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws.

The foregoing description of the Contribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is attached as Exhibit 2.1 to this Quarterly Report on Form 10-Q.

Fourth Amended and Restated Omnibus Agreement

On August 5, 2024, Delek Holdings and the Partnership entered into a Fourth Amended and Restated Omnibus Agreement with certain of their respective subsidiaries (the “Amended Omnibus Agreement”). The Amended Omnibus provides Delek Holdings an option to purchase certain critical assets from the Partnership at market value during the period beginning upon any change in control or sale of substantially all assets involving the Partnership (“Deconsolidation”) and extending (i) in the case of a Deconsolidation involving a third party, for six months following closing, and (ii) for any other Deconsolidation, for four years following closing.

The foregoing description of the Amended Omnibus Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended Omnibus Agreement, which is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

Amended and Restated Intercompany Agreements

On August 5, 2024, certain subsidiaries of Delek Holdings and the Partnership agreed to amend and restate 12 intercompany services agreements as listed below. The amendments, among other things, extend the terms of the respective agreements for up to seven years, with an option for Delek Holdings to extend such agreements for an additional five years. Certain of the agreements also have revised financial terms which will phase in over the time periods noted below.

The following is a list of the 12 intercompany services agreements which were amended and restated:

(1)Second Amendment and Restatement of the Throughput and Tankage Agreement (Tyler Terminal and Tankage) between DK Trading & Supply, LLC (“DKTS”) and Delek Marketing & Supply, LP (“DMS”) – seven year term extension effective July 1, 2024, with decrease of throughput and storage fees to become effective April 1, 2026;

(2)Amended and Restated Terminalling Services Agreement (Memphis Terminal) between DKTS, Delek Logistics Operating, LLC (“DLO”), and, for limited purposes, Citigroup Energy Inc. (“Citi”) – seven year term extension effective July 1, 2024;

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Legal Proceedings & Disclosures

(3)Amended and Restated Terminalling Services Agreement (North Little Rock Terminal) between DKTS, DLO, and, for limited purposes, CEI – seven year term extension effective July 1, 2024;

(4)Amended and Restated Throughput and Tankage Agreement (El Dorado Terminal and Tankage) between DKTS, DLO, and, for limited purposes, CEI – seven year term extension effective July 1, 2024, with decrease of throughput and storage fees to become effective February 1, 2025;

(5)Amended and Restated Throughput Agreement (El Dorado Rail Offloading Facility) between DKTS and DLO – seven year term extension effective July 1, 2024, with decrease of throughput fee and removal of minimum volume commitment to become effective August 1, 2025;

(6)Amended and Restated Tankage Agreement (Tyler Crude Storage Tank 701) between DKTS and Delek Marketing & Supply, LP – seven year term extension effective July 1, 2024, with decrease of storage fee to become effective April 1, 2026;

(7)Second Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline) between DKTS and Delek Marketing-Big Sandy, LLC (“DMBS”) – seven year term extension effective July 1, 2024;

(8)Amended and Restated Pipelines and Storage Facilities Agreement between DKTS, the Partnership, SALA Gathering Systems LLC (“SALA”), El Dorado Pipeline Company, LLC (“EDR”), Magnolia Pipeline Company, LLC (“MPC”), and, for limited purposes, CEI – seven year term extension effective July 1, 2024, with decrease of crude oil throughput fees to become effective September 1, 2026;

(9)Amended and Restated Pipelines and Tankage Agreement (East Texas Crude Logistics System) between DKTS and Delek Crude Logistics, LLC – seven year term extension effective July 1, 2024;

(10)Amended and Restated Terminalling Services Agreement (Mt. Pleasant Terminal) between DKTS and DMBS – seven year term extension effective July 1, 2024;

(11)Amended and Restated Services Agreement (Greenville Facility) between DKTS and DMBS – seven year term extension effective July 1, 2024; and

(12)Amended and Restated Slurry Clarifying Services Agreement (Krotz Springs) between DKTS, DLO, and DKE – five year term extension effective July 1, 2024.

Certain of the amended and restated intercompany agreements are attached to this Quarterly Report on Form 10-Q as Exhibits 10.2 through 10.8. The foregoing description of such intercompany agreements is not complete and is qualified in its entirety by reference to the full text of such intercompany agreements.

Assignment of Big Spring Refinery Marketing Agreement

On August 5, 2024, DKL Big Spring, LLC (“DKL Big Spring”), a subsidiary of the Partnership, entered into an assignment and assumption agreement (the “Assignment Agreement”) with Alon USA, LP (“Alon”), DKTS, and Delek Logistics Services Company (“DLSC”). Under the Assignment Agreement, DKL Big Spring assigned to DLSC its right, title, and interest in that certain Marketing Agreement dated as of March 1, 2018, as amended to date, and as consideration for such assignment, Alon caused 2,500,000 of our common units to be transferred to the Partnership from DLSC and subsequently cancelled.

Relationships

Prior to the transaction, Delek Holdings owned the general partner interest and a 72.6% limited partnership interest in the Partnership. Each of the Partnership and the other parties to the Contribution Agreement, Omnibus Agreement, Intercompany Agreements and Assignment Agreement are direct or indirect subsidiaries of Delek Holdings. As a result, certain individuals, including officers and directors of Delek Holdings, serve as officers and/or directors of more than one of such other entities. Additionally, the Partnership and Delek Holdings have certain commercial relationships as further described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023.

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Legal Proceedings & Disclosures

ITEM 6. EXHIBITS

Exhibit No.		Description
2.1	*#	Contribution Agreement dated August 5, 2024, between Delek US Energy, Inc. and Delek Logistics Partners, LP.
4.1		First Supplemental Indenture, dated as of April 17, 2024, among the Partnership, Finance Corp., the Guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Delek Logistics Partners, LP's Current Report on Form 8-K filed on April 17, 2024).
10.1	**#	Fourth Amended and Restated Omnibus Agreement dated August 5, 2024, among Delek US Holdings, Inc., Delek Refining, Ltd., Lion Oil Company, LLC, Delek Logistics Partners, LP, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Delek Logistics Operating, LLC, and Delek Logistics GP, LLC.
10.2	**#	Second Amendment and Restatement of the Throughput and Tankage Agreement (Tyler Terminal and Tankage) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Marketing & Supply, LP.
10.3	**#	Amended and Restated Throughput and Tankage Agreement (El Dorado Terminal and Tankage) dated August 5, 2024, among DK Trading & Supply, LLC, Delek Logistics Operating, LLC, and, for limited purposes, Citigroup Energy, Inc.
10.4	**#	Amended and Restated Throughput Agreement (El Dorado Rail Offloading Facility) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Logistics Operating, LLC.
10.5	**#	Amended and Restated Tankage Agreement (Tyler Crude Storage Tank 701) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Marketing & Supply, LP.
10.6	**#	Second Amended and Restated Services Agreement (Big Sandy Terminal and Pipeline) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Marketing-Big Sandy, LLC.
10.7	**#	Amended and Restated Pipelines and Storage Facilities Agreement dated August 5, 2024, among DK Trading & Supply, LLC, Delek Logistics Partners, LP, SALA Gathering Systems LLC, El Dorado Pipeline Company, LLC, Magnolia Pipeline Company, LLC, and, for limited purposes, Citigroup Energy, Inc.
10.8	**#	Amended and Restated Pipelines and Tankage Agreement (East Texas Crude Logistics System) dated August 5, 2024, between DK Trading & Supply, LLC and Delek Crude Logistics, LLC.
31.1	#	Certification of Delek Logistics GP, LLC's Principal Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
31.2	#	Certification of Delek Logistics GP, LLC's Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.
32.1	##	Certification of Delek Logistics GP, LLC's Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	##	Certification of Delek Logistics GP, LLC's Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following materials from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 (Unaudited), (ii) Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2024 and 2023 (Unaudited), (iii) Condensed Consolidated Statement of Partners' Equity (Deficit) for the three and six months ended June 30, 2024 and 2023 (Unaudited), (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited), and (v) Notes to Condensed Consolidated Financial Statements (Unaudited).
104		The cover page from Delek Logistics Partners, LP's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 has been formatted in Inline XBRL.

#	Filed herewith
##	Furnished herewith
*	Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Partnership agrees to furnish supplementally a copy of any of the omitted schedules or exhibits upon request by the United States Securities and Exchange Commission, provided, however, that the Partnership may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedules or exhibits so furnished.
**	Certain of the exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5). The Partnership agrees to furnish a copy of all omitted exhibits and schedules upon request by the United States Securities and Exchange Commission, provided, however, that the Partnership may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedules or exhibits so furnished.

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Legal Proceedings & Disclosures

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Delek Logistics Partners, LP

By: Delek Logistics GP, LLC

Its General Partner

By: /s/ Avigal Soreq

Avigal Soreq

President

(Principal Executive Officer)

By: /s/ Reuven Spiegel

Reuven Spiegel

Director, Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

By: /s/ Robert Wright

Robert Wright

Senior Vice President, Deputy Chief Financial Officer

(Principal Accounting Officer)

Dated: August 7, 2024

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EX-2.1

Exhibit 2.1

CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT, dated as of August 5, 2024 (the “Agreement”), is by and between DELEK US ENERGY, INC., a Delaware corporation (“Delek Energy”), and DELEK LOGISTICS PARTNERS, LP, a Delaware limited partnership (the “Partnership”) (each, a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, Delek US Holdings, Inc., a Delaware corporation (“Delek US”), owns 100% of the issued and outstanding common stock of Delek Energy;

WHEREAS, Delek Energy owns 100% of the issued and outstanding limited liability company interests (the “Subject Interests”) of Delek Permian Pipeline Holdings, LLC, a Delaware limited liability company (“Permian Pipeline Holdings”);

WHEREAS, in connection with the Closing (as defined below), Delek Energy desires to contribute, assign, transfer, convey and deliver to the Partnership, and the Partnership desires to receive, accept and acquire from Delek Energy, the Subject Interests, and in exchange, the Partnership desires to deliver, or cause to be delivered, to Delek Energy or its designee(s) the Total Consideration (as defined below), all in accordance with the terms of this Agreement (the “Transaction”);

WHEREAS,

(a)the Audit Committee (the “Audit Committee”) of the Board of Directors (the “DK Board of Directors”) of Delek US has previously:

i.    received an opinion (the “DK Fairness Opinion”) of Barclays Capital Inc., the financial advisor to Delek US, that the Total Consideration to be paid by the Partnership in connection with the Transaction is fair, from a financial point of view, to Delek US;

ii.    after an evaluation of, among other things, the Transaction , the DK Fairness Opinion and the proposed terms and conditions of this Agreement and the other Transaction Documents (as defined below), determined in good faith that the Transaction is in the interest of Delek US;

iii.    unanimously approved the Transaction and the Transaction Documents upon the terms and conditions set forth in the Transaction Documents; and

iv.    unanimously recommended that the DK Board of Directors (A) approve the Transaction and the Transaction Documents upon the terms and conditions set forth in the Transaction Documents and (B) cause Delek Energy or its designee(s) to enter into the Transaction

Documents and consummate the Transaction upon the terms and conditions set forth in the Transaction Documents; and

(b)    subsequently, the DK Board of Directors approved the Transaction, the Transaction Documents and the transactions contemplated thereby upon the terms and conditions set forth in the Transaction Documents; and

(c)    the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors (the “DKL Board of Directors”) of Delek Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), has previously:

i.    received an opinion (the “CC Fairness Opinion”) of Intrepid Partners, LLC, the financial advisor to the Conflicts Committee (the “CC Financial Advisor”), that as of the date of such CC Fairness Opinion, and based upon and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Total Consideration is fair, from a financial point of view, to the Partnership;

ii.    after an evaluation of, among other things, the Transaction, the CC Fairness Opinion, and the proposed terms and conditions of this Agreement and the other Transaction Documents (as defined below), determined in good faith that the Transaction is in the best interests of the Partnership;

iii.    unanimously approved the Transaction and the Transaction Documents upon the terms and conditions set forth in the Transaction Documents, such approval constituting “Special Approval” for purposes of the Partnership Agreement (as defined below); and

iv.    unanimously recommended that the DKL Board of Directors (A) approve the Transaction and the Transaction Documents upon the terms and conditions set forth in the Transaction Documents and (B) cause the Partnership or its designee(s) to enter into the Transaction Documents and consummate the Transaction upon the terms and conditions set forth in the Transaction Documents; and

(d)    subsequently, the DKL Board of Directors approved the Transaction, the Transaction Documents and the transactions contemplated thereby upon the terms and conditions set forth in the Transaction Documents; and

WHEREAS, the Parties have taken or caused to be taken all limited liability company, corporate or limited partnership action, as applicable, required to approve the transactions contemplated by this Agreement.

2

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

ARTICLE I
DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms below:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such specified Person through one or more intermediaries or otherwise; provided, however, that for purposes of this Agreement, Delek US and its subsidiaries (other than the General Partner, the Partnership and the Partnership’s subsidiaries), on the one hand, and the General Partner, the Partnership and the Partnership’s subsidiaries, on the other hand, shall not be considered Affiliates of each other.

“Actual JV Debt” means the amount outstanding under the W2W Credit Agreement that is allocated to Permian Pipeline Holdings at the Closing Date.

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

“Assignment Agreement” means that certain Assignment of Membership Interest Agreement in the form attached as Exhibit A hereto.

“Assumed Liabilities” has the meaning set forth in Section 2.3.

“Audit Committee” has the meaning set forth in the recitals to this Agreement.

“Basket” has the meaning set forth in Section 7.8.

“Business Day” means a day other than Saturday, Sunday or any day on which commercial banks located in the State of New York are authorized or obligated to close.

“Cap” has the meaning set forth in Section 7.8(a).

“Cash Consideration” means an amount of cash equal to $68 million.

“CC Fairness Opinion” has the meaning set forth in the recitals to this Agreement.

“CC Financial Advisor” has the meaning set forth in the recitals to this Agreement.

“Closing” has the meaning set forth in Section 6.1.

“Closing Date” has the meaning set forth in Section 6.1.

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

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“Common Unit” has the meaning set forth in the Partnership Agreement.

“Conflicts Committee” has the meaning set forth in the recitals to this Agreement.

“Consent” has the meaning set forth in Section 3.4.

“Control” means (a) with respect to any Person having voting securities or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or Persons performing similar functions, (b) ownership of 50% or more of the equity or equivalent interest in any Person or (c) the ability to direct the business and affairs of any Person by acting as a general partner, manager or otherwise, and the terms “Controlling” and “Controlled” have correlative meanings.

“Damages” has the meaning set forth in Section 7.1.

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

“Delek Indemnitees” has the meaning set forth in Section 7.1.

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

“Delek W2W Interests” has the meaning set forth in Section 3.6(f).

“DK Board of Directors” has the meaning set forth in the recitals to this Agreement.

“DK Fairness Opinion” has the meaning set forth in the recitals to this Agreement.

“DKL Board of Directors” has the meaning set forth in the recitals to this Agreement.

“DRULPA” means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“Effective Time” means 11:59 p.m. local time in Nashville, Tennessee on the Closing Date, or such other time and date mutually agreed to in writing by the Parties.

“Estimated JV Debt” means $20,589,000.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended or supplemented from time to time.

“General Partner” has the meaning set forth in the recitals to this Agreement.

“Governmental Authority” means (a) the United States of America or any state or political subdivision thereof within the United States of America and (b) any court or any governmental or administrative department, commission, board, bureau or agency of the United

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States of America or of any state or political subdivision thereof within the United States of America.

“Indemnity Claim” has the meaning set forth in Section 7.3.

“Knowledge” means, with respect to Delek Energy, the actual knowledge of any individual listed in Schedule 1 attached hereto, and, with respect to the Partnership, the actual knowledge of any individual listed in Schedule 2, in each case without investigation or further inquiry.

“Liability” or “Liabilities” means any direct or indirect liability, indebtedness, obligation, cost, expense, claim, loss, damage, deficiency, guaranty or endorsement of or by any Person, absolute or contingent, matured or unmatured, asserted or unasserted, accrued or unaccrued, due or to become due, liquidated or unliquidated.

“Lien” means any security interest, lien, deed of trust, mortgage, pledge, charge, claim, restriction, easement, encumbrance or other similar interest or right.

“National Securities Exchange” shall mean an exchange registered with the Securities and Exchange Commission under Section 6(a) of the Exchange Act, as such section may be amended or supplemented from time to time, and any successor to such statute.

“New Common Units” has the meaning set forth in Section 2.2.

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

“Partnership Agreement” means that certain Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of August 13, 2020, as the same may be amended from time to time.

“Partnership Fundamental Representations” has the meaning set forth in Section 7.9(b).

“Partnership Indemnitees” has the meaning set forth in Section 7.2.

“Partnership Material Adverse Effect” means any change, circumstance, effect or condition that materially adversely affects, delays or prohibits, or could reasonably be expected to materially adversely affect, delay or prohibit the Partnership’s ability to satisfy its obligations under the Transaction Documents or to consummate the transactions contemplated by the Transaction Documents.

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

“Pipeline Finance Interests” has the meaning set forth in Section 3.6(c).

“Permian Pipeline Finance” means Delek Permian Pipeline Finance, LLC, a Delaware limited liability company.

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“Permian Pipeline Holdings” the meanings set forth in the recitals to this Agreement.

“Permian Pipeline Holdings Limited Liability Company Agreement” means the Amended and Restated Limited Liability Company Agreement of Permian Pipeline Holdings, dated as of August 18, 2023.

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

“Post-Closing Adjustment” has the meaning set forth in Section 2.5.

“Proceedings” has the meaning set forth in Section 3.5.

“Rattler Interest Purchase” has the meaning set forth in Section 2.2.

“Rattler Interest Purchase Agreement” has the meaning set forth in Section 2.2.

“Rattler Interest Purchase Price” has the meaning set forth in Section 2.2.

“Securities Act” means the Securities Act of 1933, as amended.

“Sponsor Fundamental Representations” has the meaning set forth in Section 7.9(a).

“Sponsor Material Adverse Effect” means any change, circumstance, effect or condition that materially adversely affects, delays or prohibits, or would reasonably be expected to materially adversely affect, delay or prohibit, Delek Energy’s ability to satisfy its obligations under the Transaction Documents or to consummate the transactions contemplated by the Transaction Documents.

“Subject Interests” has the meaning set forth in the recitals to this Agreement.

“Tax” or “Taxes” means any federal, state, local or foreign income tax, ad valorem tax, excise tax, sales tax, use tax, franchise tax, real or personal property tax, transfer tax, gross receipts tax or other tax, assessment, duty, fee, levy or other governmental charge, together with and including, any and all interest, fines, penalties, assessments, and additions to Tax resulting from, relating to, or incurred in connection with any of those or any contest or dispute thereof.

“Tax Authority” means any Governmental Authority having jurisdiction over the payment or reporting of any Tax.

“Tax Proceeding” has the meaning set forth in Section 5.3(b).

“Tax Return” means any report, statement, form, return or other document or information required to be supplied to a Tax Authority in connection with Taxes.

“Total Consideration” has the meaning set forth in Section 2.2.

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“Trading Day” shall mean a day on which the principal National Securities Exchange on which the Common Units are listed is open for the transaction of business or, if the Common Units are not listed or admitted for unlisted trading privileges on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

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

“Transaction Documents” means this Agreement, the Assignment Agreement and any other document delivered pursuant to Section 6.2 or Section 6.3 of this Agreement.

“Transaction Taxes” has the meaning set forth in Section 2.4.

“W2W Credit Agreement” means that Credit Agreement dated as of June 2, 2022, among W2W Finance LLC, a Delaware limited liability company, Delek W2W, LLC, a Delaware limited liability company, MPLX W2W Pipeline Holdings LLC, a Delaware limited liability company, MUFG Bank, Ltd., as Administrative Agent, and the Lenders and Issuing Banks thereunder, as the same may be amended from time to time.

“W2W Finance Interests” has the meaning set forth in Section 3.6(e).

“W2W Holdings Interests” has the meaning set forth in Section 3.6(d).

“W2W Holdings” means W2W Holdings LLC, a Delaware limited liability company.

“W2W JV Interests” has the meaning set forth in Section 3.6(g).

“W2W Pipeline” means Wink to Webster Pipeline LLC, a Delaware limited liability company.

ARTICLE II
CONTRIBUTION OF SUBJECT INTERESTS; CONSIDERATION; ACKNOWLEDGEMENTS

Section 2.1Contribution of Subject Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) Delek Energy shall contribute, transfer, assign, convey and deliver the Subject Interests to the Partnership, free and clear of all Liens (other than restrictions under applicable federal and state securities laws) in exchange for the consideration set forth in Section 2.2, and (ii) the Partnership shall receive, accept and acquire the Subject Interests from Delek Energy such that after giving effect to this Section 2.1, the Partnership will hold 100% of the limited liability company interests in Permian Pipeline Holdings.

Section 2.2Consideration. At the Closing, in consideration (the “Total Consideration”) for the contribution of the Subject Interests, the Partnership shall: (a) pay to Delek Energy (or its designee(s)) an aggregate amount of cash equal to the Cash Consideration by wire transfer of immediately available funds in accordance with the wire transfer instructions delivered by Delek Energy to the Partnership prior to the Closing Date; (b) issue to Delek Energy

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(or its designee(s)) 2,300,000 newly issued common units representing limited partner interest in the Partnership (the “New Common Units”); (c) cancel $60 million of Partnership receivables owed by Delek Energy and its Affiliates to the Partnership; and (d) the Partnership will also pay to Delek Energy $18,564,399.37 million in cash (the “Rattler Interest Purchase Price”) for the purchase of the membership interest from Rattler Midstream Operating LLC (the “Rattler Interest Purchase”) pursuant to the Assignment and Assumption Agreement between Rattler Midstream Operating LLC and Delek W2W, LLC (the “Rattler Interest Purchase Agreement”).

Section 2.3Assumed Liabilities; Excluded Liabilities.

(a)Subject to the indemnification rights provided in Section 8.2, at the Effective Time, the Partnership agrees to assume and to pay, discharge and perform as and when due, (i) all Liabilities that first accrue, are caused by, arise out of, are associated with, are in respect of, or are incurred, in each case, only from and after the Effective Time, in connection with the ownership of the Subject Interests or other activities occurring in connection with and attributable to the ownership of the Subject Interests and (ii) all Liabilities of Permian Pipeline Holdings and its subsidiaries under the W2W Credit Agreement (collectively, the “Assumed Liabilities”).

(b)The Partnership will not assume or become obligated with respect to any Liabilities of any nature whatsoever that first accrue, are caused by, arise out of, are associated with, are in respect of, or are incurred, in each case prior to the Effective Time, in connection with the ownership of the Subject Interests or other activities occurring in connection with and attributable to the ownership of the Subject Interests, other than Liabilities of Permian Pipeline Holdings and its subsidiaries under the W2W Credit Agreement (the “Excluded Liabilities”). All Excluded Liabilities shall remain the sole liabilities of Delek Energy.

Section 2.4Transaction Taxes. All sales, use, transfer, filing, registration, business and occupation and similar Taxes arising from or associated with the transactions contemplated by this Agreement other than Taxes based on income (“Transaction Taxes”) shall be borne 50% by Delek Energy and 50% by the Partnership. To the extent under applicable law the transferee is responsible for filing Tax Returns in respect of Transaction Taxes, Delek Energy shall prepare and file all such Tax Returns. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize Transaction Taxes. The Party that is not responsible under applicable law for paying the Transaction Taxes shall pay its share of the Transaction Taxes to the responsible Party prior to the due date of such Taxes.

Section 2.5Post-Closing Adjustment for JV Debt. Within 30 days of the Closing Date, the Partnership will obtain the amount of the Actual JV Debt as of the Closing Date, and provide such amount to Delek Energy. The post-closing adjustment shall then be an amount equal to the Estimated JV Debt minus the Actual JV Debt (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a negative number, Delek Energy shall pay to the Partnership an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a positive number, the Partnership shall pay to Delek Energy an amount equal to the Post-Closing Adjustment. The Post-Closing Adjustment shall be paid in cash, and shall be treated as an adjustment to the Cash Consideration.

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Exhibit 2.1

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF DELEK ENERGY

Delek Energy hereby represents and warrants to the Partnership that, as of the date hereof:

Section 3.1Organization and Existence. Delek Energy has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and to conduct its business as and where such properties are owned, leased and operated and such business is conducted as of the date of this Agreement. Delek Energy is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not, individually or in the aggregate, result in a Sponsor Material Adverse Effect.

Section 3.2Authority and Approval; Enforceability. Delek Energy has the corporate power and authority to execute and deliver this Agreement and any other Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by Delek Energy of this Agreement and any other Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action of Delek Energy. Each of this Agreement and any other Transaction Document to which Delek Energy is or will be a party constitutes or will constitute, upon execution and delivery by Delek Energy, the valid and binding obligation of Delek Energy, enforceable against Delek Energy in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Section 3.3No Conflict. Each of this Agreement, the other Transaction Documents to which Delek Energy is or will be a party and the execution and delivery hereof and thereof by Delek Energy do not, and the fulfilment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not:

(a)violate, conflict with, or result in a breach of any of the provisions of the certificate of incorporation, bylaws or other organizational document of Delek Energy;

(b)violate or conflict with any provision of any law or administrative regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Delek Energy;

(c)violate, conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which Delek Energy is a party or by which it is bound or to which the Subject Interests are subject;

(d)result in the creation of, or afford any Person the right to obtain, any Lien on the Subject Interests under any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which Delek Energy is a party or by which it is bound or to which the Subject Interests are subject; or

(e)result in the revocation, cancellation, suspension or modification of any Consent possessed by Delek Energy that is necessary or desirable for the ownership, lease or operation of its properties and other assets in the conduct of its business as now conducted;

except, in the case of clauses (b), (c), (d) and (e), as would not have, individually, or in the aggregate, a Sponsor Material Adverse Effect.

Section 3.4Consents. No consent, approval, license, permit, order, waiver, or authorization of, or registration, declaration, or filing with any Governmental Authority or other Person (each a “Consent”) is required to be obtained or made by or with respect to Delek Energy or the Subject Interests in connection with:

(a)the execution, delivery, and performance of this Agreement or the other Transaction Documents, or the consummation of the transactions contemplated hereby and thereby; or

(b)the enforcement against Delek Energy of its obligations hereunder and thereunder;

except, in each case, as would not have, individually, or in the aggregate, a Sponsor Material Adverse Effect.

Section 3.5Laws and Regulations; Litigation. There are no pending or, to the Knowledge of Delek Energy, threatened claims, fines, actions, suits, demands, investigations or proceedings or any arbitration or binding dispute resolution proceeding (collectively, “Proceedings”) to which Delek Energy is a party or against or affecting the Subject Interests or the ownership of the Subject Interests that, (i) question or involve the validity or enforceability of any of its obligations under this Agreement, (ii) seek to prevent or delay, or seek damages in connection with, the consummation of the transactions contemplated hereby or (iii) would individually, or in the aggregate, reasonably be expected to have a Sponsor Material Adverse Effect or a material and adverse effect on the Subject Interests. Except as would not, individually or in the aggregate, reasonably be expected to have a Sponsor Material Adverse Effect, (x) Delek Energy is not the subject of any violation of or default under any law or regulation or under any

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order of any Governmental Authority, and (y) there are no Proceedings pending or, to the Knowledge of Delek Energy, threatened against or affecting the ownership of the Subject Interests, at law or in equity, by or before any Governmental Authority having jurisdiction over Delek Energy.

Section 3.6Title to Subject Interests.

(a)The Subject Interests represent 100% of the limited liability company interests in Permian Pipeline Holdings. The Subject Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of local or state law applicable to the Subject Interests, the Permian Pipeline Holdings Limited Liability Company Agreement or any contract, arrangement or agreement to which Delek Energy or any of its Affiliates is a party or to which it or any of their respective properties or assets is otherwise bound.

(b)Delek Energy has good and valid record and beneficial title to the Subject Interests, and as of the Closing shall be free and clear of any and all Liens (other than restrictions on transfer under applicable federal and state securities laws), and, except as provided or created by the Permian Pipeline Holdings Limited Liability Company Agreement, the Securities Act or applicable securities laws, the Subject Interests are free and clear of any restrictions on transfer, Taxes or claims. There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for the Subject Interests, or for the repurchase or redemption of the Subject Interests. At Closing, upon payment of the Total Consideration, the Partnership shall acquire good, valid and marketable title to the Subject Interests, free and clear of all Liens (other than restrictions under applicable federal and state securities laws).

(c)Permian Pipeline Holdings has good and valid record and beneficial title to 100% of the equity interests in Permian Pipeline Finance (the “Pipeline Finance Interests”), free and clear of any and all Liens (other than restrictions on transfer under applicable federal and state securities laws). There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for the Pipeline Finance Interests, or for the repurchase or redemption of the Pipeline Finance Interests. Permian Pipeline Holdings has no assets other than the Pipeline Finance Interests.

(d)Permian Pipeline Finance has good and valid record and beneficial title to 50% of the equity interests in W2W Holdings (the “W2W Holdings Interests”), free and clear of any and all Liens (other than restrictions on transfer under applicable federal and state securities laws). There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for the W2W Holdings Interests, or for the repurchase or redemption of the W2W Holdings Interests. Permian Pipeline Finance has no assets other than the W2W Holdings Interests.

(e)W2W Holdings has good and valid record and beneficial title to 100% of the equity interests in W2W Finance LLC (the “W2W Finance Interests”), free and clear of any and all Liens (other than restrictions on transfer under applicable federal and state securities

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laws). There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for the W2W Finance Interests, or for the repurchase or redemption of the W2W Finance Interests. W2W Holdings has no assets other than the W2W Finance Interests.

(f)W2W Finance LLC has good and valid record and beneficial title to 100% of the equity interests in Delek W2W, LLC (the “Delek W2W Interests”), free and clear of any and all Liens (other than restrictions on transfer under applicable federal and state securities laws). There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for the Delek W2W Interests, or for the repurchase or redemption of the Delek W2W Interests. W2W Finance LLC has no assets other than the Delek W2W Interests.

(g)Delek W2W, LLC has good and valid record and beneficial title to 15.6% of the equity interests in Wink to Webster Pipeline, LLC (the “W2W JV Interests”), free and clear of any and all Liens (other than restrictions on transfer under applicable federal and state securities laws). There are no options, warrants, purchase rights, contracts, commitments or other securities exercisable or exchangeable for the W2W JV Interests, or for the repurchase or redemption of the W2W JV Interests, other than as provided under the limited liability agreement of Wink to Webster Pipeline, LLC. Delek W2W, LLC has no assets other than the W2W JV Interests.

Section 3.7No Liabilities.

(a)Since their respective formations, each of Permian Pipeline Holdings, Permian Pipeline Finance, W2W Holdings, W2W Finance LLC and Delek W2W, LLC has engaged in no business activities, has no operations, and has incurred no Liabilities of any kind, whether known or unknown or otherwise, in each case except Liabilities under the W2W Credit Agreement or Liabilities in connection with their ownership of W2W Pipeline, its formation and continued existence as a legal entity (including Liabilities incurred in connection with the preparation and filing of Tax Returns, regulatory or governmental filings and the like).

Section 3.8Brokerage Arrangements. None of Delek Energy or any of its Affiliates has entered, directly or indirectly, into any agreement with any person, firm or corporation that would obligate Delek Energy to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement or the transactions contemplated hereby.

Section 3.9No Preferential Rights. The Subject Interests are not subject to any right or agreement that enables any Person to purchase or acquire, including by way of a right of first refusal, right of first offer, or similar right, the Subject Interests or any portion of or interest in the Subject Interests as a result of or in connection with (a) the contribution, assignment or other transfer of the Subject Interests, (b) the execution, delivery or performance of this Agreement or (c) the consummation of the transactions contemplated hereby.

Section 3.10Regulation. Permian Pipeline Holdings is not, nor will be following the consummation of the transactions contemplated by this Agreement, an “investment company”

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or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.11Accredited Investor. Delek Energy (or its designee(s) that receive the New Common Units) is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and will acquire the New Common Units for its own account and not with a view to a sale or distribution thereof in violation of the Securities Act, and the rules and regulations thereunder, any applicable state blue sky laws, or any other applicable securities laws. Delek Energy (or its designee(s) that receive the New Common Units) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the New Common Units to be acquired hereby. Delek Energy (or its designee(s) that receive the New Common Units) agrees and acknowledges that it has received or otherwise has had access to, and has had an opportunity to review, examine and ask questions relating to, such information regarding the Partnership and its business that is necessary for it to make an informed decision regarding the investment in the New Common Units. Delek Energy (or its designee(s) that receive the New Common Units) acknowledges that the New Common Units have not been registered under applicable federal and state securities laws and that the New Common Units may not be sold, transferred, offered for sale, pledged, hypothecated, or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation, or other disposition is registered under applicable federal and state securities laws or is made pursuant to an exemption from registration under any federal or state securities laws.

Section 3.12Conflicts Committee Matters. The projections and budgets provided by the representatives of Delek Energy to the Conflicts Committee (including those provided to the CC Financial Advisor) as part of its review in connection with this Agreement and the transactions contemplated hereby were prepared and delivered in good faith and have a reasonable basis and are consistent with the current expectations of Delek Energy’s management regarding the Subject Interests.

Section 3.13Tax Representations.

(a)Permian Pipeline Holdings is, and has been since its formation, an entity disregarded as separate from its owner, Delek Energy, for federal and applicable state income tax purposes.

(b)Permian Pipeline Finance is, and has been since its formation, an entity disregarded as separate from its owner, Delek Energy, for federal and applicable state income tax purposes.

(c)W2W Holdings is, and has been since its formation, a partnership for federal and applicable state income tax purposes.

(d)W2W Pipeline is, and has been since its formation, a partnership for federal and applicable state income tax purposes.

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(e)The joint venture between W2W Pipeline and M2E3 LLC has elected under Treasury Regulation § 1.761-2 to be excluded from the provisions of subchapter K of chapter 1 of the Code.

(f)W2W Pipeline has in effect an election under Section 754 of the Code and Treasury Regulation Section 1.754-1(b) effective for the taxable period of W2W Pipeline that includes the Closing Date.

(g)All material Tax Returns of W2W Holdings have been timely and duly filed (taking into account customary, automatic extensions properly obtained), and all such Tax Returns and amendments thereto are true, correct and complete in all material respects. All material Taxes that have become due and payable have been timely paid.

(h)To the Knowledge of Delek Energy, W2W Holdings (1) has complied in all material respects with all applicable law relating to the deduction or withholding and payment and reporting of material Taxes from amounts paid, owing or allocable to any employees, independent contractors, creditors, equity holders and other Persons, including the remittance thereof and any information reporting in relation thereto, and (2) has deducted or withheld (within the time and in the manner prescribed by applicable law) and timely remitted or paid over to the appropriate Governmental Authority all material Taxes required to have been withheld and paid over in connection with amounts paid or owing to any employee of W2W Holdings.

(i)To the Knowledge of Delek Energy, (A) as of the date hereof, no Tax Returns of W2W Holdings are being audited by any Governmental Authority, nor has W2W Holdings received any written notice of the institution of, or intent to institute, any such audit, and (B) no waiver or extension of any statute of limitations which has been executed by W2W Holdings is in effect with respect to Taxes other than as a result of extending the due date of any Tax Return.

(j)To the Knowledge of Delek Energy, W2W Holdings has collected all material sales and use, goods and services, or other similar Taxes required to be collected, and has remitted, or will remit on a timely basis, such amounts to the appropriate Governmental Authorities, or has been furnished properly completed exemption certificates, and has maintained all such records and supporting documents in the manner required by all applicable sales and use Tax law.

(k)W2W Holdings has (i) not been a member of a combined, consolidated, affiliated, unitary or similar group for Tax purposes and (ii) no liability for the Taxes of any Person as a transferee or successor or by contract, or otherwise by operation of applicable law.

(l)W2W Holdings is not a party to any Tax sharing, indemnity or similar agreement allocating Tax liability, except for the LLC Agreement of W2W Holdings and contracts entered into in the ordinary course of business not primarily related to Taxes.

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(m)W2W Holdings will not be required to include any material item of income in, nor exclude any material item of deduction from, taxable income for any Tax period ending after the Closing Date as a result of a change in accounting method under Section 481(a) of the Code, an installment sale, an open transaction, the application of Section 263A of the Code or any prepaid amount received, in each case in or for a Tax period ending on or prior to the Closing Date (or any similar provision of state, local or foreign applicable Tax law).

Section 3.14No Other Representations or Warranties.

(a)Except for the representations and warranties made in this Article III, Delek Energy makes no other express or implied representation or warranty with respect to the Subject Interests or the transactions contemplated by this Agreement and disclaims any other representations or warranties.

(b)FURTHER, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT, DELEK ENERGY EXPRESSLY DISCLAIMS, ON ITS BEHALF AND ON BEHALF OF ITS AFFILIATES, (I) ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH PERSONS OR THE TRANSACTION, INCLUDING WITH RESPECT TO (A) THE DISTRIBUTION OF OR RELIANCE ON ANY INFORMATION, DISCLOSURE OR DOCUMENT OR OTHER MATERIAL MADE AVAILABLE TO THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN ANY DATA ROOM, MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTION, OR RELATING TO IN ANY WAY TO PERMIAN PIPELINE HOLDINGS, (B) ANY ESTIMATES OF THE VALUE OF PERMIAN PIPELINE HOLDINGS’ ASSETS OR THE SUBJECT INTERESTS, (C) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN, MARKETABILITY, PROSPECTS (FINANCIAL OR OTHERWISE) OR RISKS AND OTHER INCIDENTS OF PERMIAN PIPELINE HOLDINGS’ ASSETS OR THE SUBJECT INTERESTS AND (D) ANY OTHER DUE DILIGENCE INFORMATION, (II) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES AND (III) ALL LIABILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT OR INFORMATION MADE AVAILABLE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES (INCLUDING OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR REPRESENTATIVES). THE PARTIES ACKNOWLEDGE AND AGREE THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENT THE PARTNERSHIP SHALL BE DEEMED TO BE ACQUIRING THE SUBJECT INTERESTS (AND, INDIRECTLY, THE ASSETS OF PERMIAN PIPELINE HOLDINGS), IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.”

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NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE STATEMENTS AND DISCLAIMERS IN THIS SECTION 3.14 SHALL EXPRESSLY SURVIVE THE CLOSING.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP

The Partnership hereby represents and warrants to Delek Energy that, as of the date hereof:

Section 4.1Organization and Existence. The Partnership has been duly formed and is validly existing as a limited partnership and is in good standing under the laws of the State of Delaware, with full limited partnership power and authority to own, lease and operate its properties and to conduct its business as and where such properties are owned, leased and operated and such business is conducted as of the date of this Agreement. The Partnership is duly qualified as a foreign limited partnership to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not, individually or in the aggregate, result in a Partnership Material Adverse Effect.

Section 4.2Authority and Approval; Enforceability. The Partnership has the limited partnership power and authority to execute and deliver this Agreement and any other Transaction Document to which it is or will be a party, to consummate the transactions contemplated hereby and thereby and to perform all the terms and conditions hereof and thereof to be performed by it. The execution and delivery by the Partnership of this Agreement and any other Transaction Document to which it is or will be a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite limited partnership action of the Partnership. Each of this Agreement and any other Transaction Document to which the Partnership is or will be a party constitutes or will constitute, upon execution and delivery by the Partnership, the valid and binding obligation of the Partnership, enforceable against the Partnership in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Section 4.3No Conflict. Each of this Agreement, the other Transaction Documents to which the Partnership is or will be a party and the execution and delivery hereof and thereof by the Partnership do not, and the fulfilment and compliance with the terms and conditions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not:

(a)violate, conflict with, or result in a breach of any of the provisions of the certificate of limited partnership, partnership agreement or other organizational document of the Partnership;

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(b)violate or conflict with any provision of any law or administrative regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to the Partnership;

(c)violate, conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which the Partnership is a party or by which it is bound; or

(d)result in the revocation, cancellation, suspension or modification of any Consent possessed by the Partnership that is necessary or desirable for the ownership, lease or operation of its properties and other assets in the conduct of its business as now conducted;

except, in the case of clauses (b), (c), and (d), as would not have, individually or in the aggregate, a Partnership Material Adverse Effect.

Section 4.4Consents. No Consent is required to be obtained or made by or with respect to the Partnership in connection with:

(a)the execution, delivery, and performance of this Agreement or the other Transaction Documents, or the consummation of the transactions contemplated hereby and thereby; or

(b)the enforcement against the Partnership of its obligations hereunder and thereunder;

except, in each case, as would not have, individually or in the aggregate a Partnership Material Adverse Effect.

Section 4.5Laws and Regulations; Litigation. There are no pending or, to the Knowledge of the Partnership, threatened Proceedings to which the Partnership is a party that (i) question or involve the validity or enforceability of any of its obligations under this Agreement, (ii) seek to prevent or delay, or seek damages in connection with, the consummation of the transactions contemplated hereby or (iii) would individually, or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect. Except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect, the Partnership is not subject to any violation of or default under any law or regulation or under any order of any Governmental Authority.

Section 4.6Delivery of Fairness Opinion. The Conflicts Committee has received the CC Fairness Opinion that as of the date of such CC Fairness Opinion, and based upon and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Total Consideration is fair, from a financial point of view, to the Partnership.

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Section 4.7Issuance of New Common Units. The New Common Units issued by the Partnership as provided in this Agreement, and the limited partner interests represented thereby, have been duly authorized for issuance in accordance with this Agreement and the Partnership Agreement, and, when issued and delivered by the Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the DRULPA).

Section 4.8New Common Units Listed. The New Common Units have been approved for listing on The New York Stock Exchange upon official notice of issuance.

Section 4.9Brokerage Arrangements. Neither the Partnership nor any of its Affiliates has entered, directly or indirectly, into any agreement with any person, firm or corporation that would obligate Delek Energy or its Affiliates to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement or the transactions contemplated hereby.

Section 4.10Acquisition as Investment. The Partnership is acquiring the Subject Interests for its own account as an investment with the present intention of holding the Subject Interests for investment purposes and not to sell, transfer or otherwise distribute the same to any other Person in violation of any securities Laws. The Partnership has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of an investment in the Subject Interests. The Partnership acknowledges and agrees that the Subject Interests are not registered pursuant to the 1933 Act and that none of the Subject Interests may be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement or an applicable exemption from registration under the 1933 Act. The Partnership is an “accredited investor” as defined under Rule 501 of Regulation D of the 1933 Act.

Section 4.11No Other Representations or Warranties. Except for the representations and warranties made in this Article IV, the Partnership makes no other express or implied representation or warranty with respect to the transactions contemplated by this Agreement and disclaims any other representations or warranties.

ARTICLE V
ADDITIONAL COVENANTS AND AGREEMENTS

Section 5.1Reserved.

Section 5.2Further Assurances. On and after the Closing Date, the Parties shall cooperate and use their respective commercially reasonable efforts to take or cause to be taken all appropriate actions and do, or cause to be done, all things necessary or appropriate to make effective the transactions contemplated hereby, including the execution of any additional assignment or similar documents or instruments of transfer of any kind, the obtaining of consents which may be reasonably necessary or appropriate to carry out any of the provisions hereof and the taking of all such other actions as such Party may reasonably be requested to take by the

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other Party from to time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and transactions contemplated hereby.

Section 5.3Tax Covenants.

(a)Delek Energy will cause W2W Holdings to treat the transfer of the Subject Interests as the transfer of Delek Energy’s interest in W2W Holdings and will cause W2W Holdings to close its taxable year as of the Closing Date pursuant to Treasury Regulation Section 1.706-1(c)(2)(i). The Parties agree that the items of taxable income and tax deductions related to the Subject Interests for the period up to and including the Closing Date will be reflected on the federal income Tax Return of Delek Energy. The Parties further agree that the items of taxable income and tax deductions related to the Subject Interests for the period after the Closing Date will be reflected on the federal income Tax Return of the Partnership.

(b)The Parties shall cooperate fully, and cause their Affiliates to cooperate fully, as and to the extent reasonably requested by the other Party, to accomplish the purposes of this Section 5.3, requests for the provision of any information or documentation within the knowledge or possession of the other Party as reasonably necessary to facilitate compliance with financial reporting obligations arising under ASC 740 (formerly FASB Statement No. 109) (including compliance with FIN 48) promulgated by the Financial Accounting Standards Board, and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes. Such cooperation shall include access to, the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any Tax Return or Tax Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Partnership and Delek Energy will use their respective commercially reasonable efforts to retain all books and records with respect to Tax matters pertinent to the Subject Interests relating to any taxable period beginning before the Closing Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitations of the respective taxable periods (including any extensions thereof), and to abide by all record retention agreements entered into with any Tax Authority. The Partnership and Delek Energy each agree, upon request, to use their respective commercially reasonable efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the transactions contemplated by this Agreement.

(c)To the extent an election under Code Section 754 is not already in effect for W2W Holdings, the Parties shall provide all necessary consents (and evidence thereof) to cause the election provided by Code Section 754 in accordance with Treasury Regulation Section 1.754-1(b) to be made effective for the taxable period of W2W Holdings that includes the Closing Date.

(d)The Parties will use their respective commercially reasonable efforts to agree upon an allocation of the Total Consideration to the Subject Interests and further among the assets of W2W Holdings for U.S. federal income tax purposes in compliance with the

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principles of Section 1060 of the Code, and the Treasury Regulations thereunder, and Treasury Regulation Section 1.755-1, as applicable.

(e)The Parties acknowledge and agree that for all U.S. federal income tax purposes, the transactions consummated pursuant to this Agreement will qualify in part for nonrecognition of gain or loss pursuant to Section 721(a) of the Code and will be characterized in part as a disguised sale transaction described in Section 707(a)(2)(B) of the Code and its implementing Treasury Regulations with respect to any amounts treated as a transfer of consideration pursuant to Treasury Regulation Section 1.707-3(a)(1). The Parties acknowledge and agree that the Cash Consideration and the cancellation of the Partnership receivables will not be treated as a reimbursement of preformation expenditures within the meaning of the Treasury Regulation Section 1.707-4(d).

Section 5.4Reimbursement for Guaranties. The Partnership agrees to reimburse Delek US, within five (5) Business Days of a written request from Delek US therefor, for any amounts accruing from and after the Effective Time that Delek US has to pay under any of the following: (i) the Amended and Restated Guaranty dated as of February 21, 2020 by Delek US in favor of Wink to Webster Pipeline LLC, as amended, supplemented or otherwise modified to date; (ii) the Guarantee dated as of July 30, 2019 by Delek US in favor of ExxonMobil Pipeline Company, as amended, supplemented or otherwise modified to date; and (iii) the Amended and Restated Guaranty dated as of April 17, 2020 by Delek US in favor of W2W Holdings LLC, as amended, supplemented or otherwise modified to date (collectively, the “Guaranties”). Furthermore, the Partnership agrees, to the fullest extent permitted by applicable law, to indemnify, defend and hold harmless Delek US for all losses and expenses arising out of or in relation to the reimbursement obligation of the Partnership in this Section 5.4 relating to the Guaranties (to the extent not reimbursed by the Partnership). Any claims for indemnification by Delek US under this Section 5.4 shall be subject to the same procedures as claims for indemnification under Article VII of this Agreement, except that neither the Deductible nor the Cap shall apply.

Section 5.5Post-Closing Distributions. The Parties acknowledge that Delek Energy is assigning to the Partnership all of Delek Energy’s right, title and interest in the Subject Interests and that, notwithstanding anything in the Permian Pipeline Holdings Limited Liability Company Agreement or herein to the contrary, the Partnership is entitled to any distributions by or payments from Permian Pipeline Holdings in respect of the Subject Interests made after the Closing Date. Delek Energy covenants and agrees that, should Delek Energy or its Affiliates receive any distribution or payment in respect of the Subject Interests from Permian Pipeline Holdings after the Closing Date, whether pursuant to the terms of the Permian Pipeline Holdings Limited Liability Company Agreement or otherwise, Delek Energy shall promptly remit such amounts to the Partnership.

ARTICLE VI
CLOSING

Section 6.1Closing. Subject to the terms and conditions of this Agreement and unless otherwise agreed in writing by the Parties, the closing (the “Closing”) of the transactions

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contemplated by this Agreement will take place on the date of this Agreement following delivery by the Parties of the closing deliverables set forth in Section 6.2 and 6.3 hereof and the electronic exchange of signature pages by the Parties. The date on which the Closing occurs is referred to as the “Closing Date.” The Closing will be deemed effective as of the Effective Time.

Section 6.2Deliveries by Delek Energy. At the Closing, Delek Energy will deliver (or cause to be delivered) the following:

(a)a counterpart to the Assignment Agreement, duly executed by Delek Energy;

(b)an IRS Form W-9 duly executed by Delek Energy; and

(c)evidence of the cancellation of $60 million owed by the Partnership to DK Trading & Supply, LLC.

Section 6.3Deliveries by the Partnership . At the Closing, the Partnership will deliver (or cause to be delivered) the following:

(a)the Cash Consideration, by wire transfer of immediately available funds to an account specified by Delek Energy (or one or more of its designees);

(b)the New Common Units, by issuance in book-entry form of such Common Units, to Delek Energy (or its designee), by instruction to the Partnership’s transfer agent or otherwise;

(c)a counterpart to the Assignment Agreement, duly executed by the Partnership; and

(d)the Rattler Interest Purchase Price.

ARTICLE VII
INDEMNIFICATION

Section 7.1Indemnification of Delek Energy. Solely for the purpose of indemnification in this Section 7.1, the representations and warranties of the Partnership in this Agreement shall be deemed to have been made without regard to any materiality or Partnership Material Adverse Effect or Knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VII, the Partnership shall indemnify, defend, and hold Delek Energy and its Affiliates, directors, officers, employees, agents and representatives (together with Delek Energy, the “Delek Indemnitees”) harmless from and against any and all damages (including exemplary damages and penalties), losses, deficiencies, costs, expenses, obligations, fines, expenditures, claims and liabilities, including reasonable counsel fees and reasonable expenses of investigation, defending and prosecuting litigation (collectively, the “Damages”), suffered by the Delek Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) any material breach of a representation or warranty of the Partnership contained in this Agreement, (b) any material breach of any agreement or covenant contained in this Agreement on the part of the Partnership or (c) any of the Assumed Liabilities.

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Section 7.2Indemnification of the Partnership. Solely for the purpose of indemnification in this Section 7.2, the representations and warranties of Delek Energy in this Agreement shall be deemed to have been made without regard to any materiality or Sponsor Material Adverse Effect or Knowledge qualifiers. From and after the Closing Date, subject to the other provisions of this Article VII, Delek Energy shall indemnify, defend, and hold the Partnership and its Affiliates, directors, officers, employees, agents and representatives, and the directors, officers, employees, agents and representatives of the General Partner (together with the Partnership, the “Partnership Indemnitees”) harmless from and against any and all Damages suffered by the Partnership Indemnitees as a result of, caused by, arising out of, or in any way relating to (a) any material breach of a representation or warranty of Delek Energy contained in this Agreement (b) any material breach of any agreement or covenant contained in this Agreement on the part of Delek Energy or (c) any of the Excluded Liabilities.

Section 7.3Demands. Each indemnified party agrees that promptly upon its discovery of facts giving rise to a claim for indemnity under the provisions of this Agreement, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (such third party actions being collectively referred to herein as the “Indemnity Claim”), with respect to any matter as to which it claims to be entitled to indemnity under the provisions of this Agreement, it will give prompt notice thereof in writing to the indemnifying party, together with a statement of such information respecting any of the foregoing as it shall have. Such notice shall include a formal demand for indemnification under this Agreement. The indemnifying party shall not be obligated to indemnify the indemnified party with respect to any Indemnity Claim if the indemnified party knowingly failed to notify the indemnifying party thereof in accordance with the provisions of this Agreement to the extent that knowing failure to notify actually results in material prejudice or damage to the indemnifying party.

Section 7.4Right to Contest and Defend.

(a)The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, however, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4(a) by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does

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not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party.

(b)Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Section 7.5Cooperation. If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any Indemnity Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the third party asserting the Indemnity Claim, or any cross-complaint against any third party, and the indemnifying party will reimburse the indemnified party for any expenses incurred by it in so cooperating. At no cost or expense to the indemnified party, the indemnifying party shall cooperate with the indemnified party and its counsel in contesting any Indemnity Claim.

Section 7.6Right to Participate. The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including Governmental Authorities, asserting any Indemnity Claim against the indemnified party or conferences with representatives of or counsel for such persons.

Section 7.7Payment of Damages. The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or loss, liability, claim, damage or expense is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an indemnifying party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Damages. The Parties agree that any payment for indemnification of Damages made hereunder will be treated as an adjustment to the Total Consideration for U.S. federal income tax purposes.

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Section 7.8Limitations on Indemnification.

(a)To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 7.2(a) (but not including Damages for breaches of Sponsor Fundamental Representations), Delek Energy shall not be liable for those Damages unless the aggregate amount of Damages exceeds $2.5 million (the “Basket”), in which event, Delek Energy shall be liable from the first dollar of such Damages; provided, however, that Delek Energy shall not be liable for Damages pursuant to Section 7.2(a) (but not including Damages for breaches of Sponsor Fundamental Representations) that exceed, in the aggregate, $70 million (the “Cap”).

(b)Notwithstanding clause (a) above, to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or related to or arising from Taxes, Delek Energy shall be fully liable for such Damages without regard to the Basket or the Cap. For the avoidance of doubt, Delek Energy shall be fully liable for Damages pursuant to Section 7.2(b) or Section 7.2(c) and for breaches of Sponsor Fundamental Representations without regard to the Basket or the Cap.

(c)To the extent the Delek Indemnitees are entitled to indemnification for Damages pursuant to Section 7.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds, in the aggregate, the Basket, in which event, the Partnership shall be liable from the first dollar of such Damages; provided, however, that the Partnership shall not be liable for Damages that exceed, in the aggregate, the Cap.

(d)Notwithstanding clause (c) above, to the extent the Delek Indemnitees are entitled to indemnification for Damages for claims arising from fraud or relating to arising from Taxes, the Partnership shall be fully liable for such Damages without regard to the Basket or the Cap. For the avoidance of doubt, the Partnership shall be fully liable for Damages pursuant to Section 7.1(b) or Section 7.1(c) and for breaches of Partnership Fundamental Representations without regard to the Basket or the Cap.

Section 7.9Survival.

(a)The liability of Delek Energy for the breach of any of the representations and warranties of Delek Energy set forth in Section 3.1, Section 3.2, Section 3.3(a) and (d), Section 3.6, Section 3.7, Section 3.8 and Section 3.9 (the “Sponsor Fundamental Representations”) shall be limited to claims for which the Partnership delivers written notice to Delek Energy on or before the date that is three years after the Closing Date. The liability of Delek Energy for the breach of any of the representations and warranties of Delek Energy set forth in Article III other than the Sponsor Fundamental Representations shall be limited to claims for which the Partnership delivers written notice to Delek Energy on or before the date that is eighteen months after the Closing Date. The liability of Delek Energy for Damages for claims related to or arising from Taxes shall be limited to claims for which the Partnership delivers written notice to Delek Energy on or before the date that is 90 days after the expiration of the applicable statute of limitations for assessment of the applicable Tax.

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(b)The liability of the Partnership for the breach of any of the representations and warranties of the Partnership set forth in Section 4.1, Section 4.2, Section 4.3(a), Section 4.7 and Section 4.9 (the “Partnership Fundamental Representations”) shall be limited to claims for which Delek Energy delivers written notice to the Partnership on or before the date that is three years after the Closing Date. The liability of the Partnership for the breach of any of the representations and warranties of the Partnership set forth in Article IV other than the Partnership Fundamental Representations shall be limited to claims for which Delek Energy delivers written notice to the Partnership on or before the date that is eighteen months after the Closing Date. The liability of the Partnership for Damages for claims related to or arising from Taxes shall be limited to claims for which Delek Energy delivers written notice to the Partnership on or before the date that is 90 days after the expiration of the applicable statute of limitations for assessment of the applicable Tax.

Section 7.10Sole Remedy. After the Closing, no Party shall have liability under this Agreement or the transactions contemplated hereby except as is provided in this Article VII (other than claims or causes of action arising from fraud, and other than claims for specific performance or claims arising under any Transaction Documents (which claims shall be subject to the liability provisions of such Transaction Documents)).

Section 7.11Express Negligence Rule. THE INDEMNIFICATION PROVISIONS PROVIDED FOR IN THIS AGREEMENT HAVE BEEN EXPRESSLY NEGOTIATED IN EVERY DETAIL, ARE INTENDED TO BE GIVEN FULL AND LITERAL EFFECT, AND SHALL BE APPLICABLE REGARDLESS OF WHETHER THE LIABILITIES, OBLIGATIONS, CLAIMS, JUDGMENTS, LOSSES, COSTS, EXPENSES OR DAMAGES IN QUESTION ARISE OR AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY INDEMNIFIED PARTY. THE PARTIES ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND CONSTITUTES CONSPICUOUS NOTICE. NOTICE IN THIS CONSPICUOUS NOTICE IS NOT INTENDED TO PROVIDE OR ALTER THE RIGHTS AND OBLIGATIONS OF THE PARTIES, ALL OF WHICH ARE SPECIFIED ELSEWHERE IN THIS AGREEMENT.

ARTICLE VIII
TERMINATION

[Reserved.]

ARTICLE IX
MISCELLANEOUS

Section 9.1Expenses. Unless otherwise specifically provided in this Agreement, each of the Parties shall pay its own expenses incident to (a) this Agreement and the other Transaction Documents and (b) all action taken in preparation for effecting the provisions of this Agreement and the other Transaction Documents.

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Section 9.2Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and the liabilities referenced herein.

Section 9.3Notices. Unless otherwise specifically provided in this Agreement, any notice, request, instruction, correspondence or other document to be given under or in relation to this Agreement shall be made in writing and shall be deemed to have been properly given if: (i) personally delivered (with written confirmation of receipt), (ii) delivered by a recognized overnight delivery service (delivery fees prepaid) or (iii) sent by electronic mail with a PDF of the notice or other communication attached (provided that any such electronic mail is confirmed by written confirmation), in each case to the appropriate address set forth below:

If to Delek Energy, addressed to:

c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500

Brentwood, Tennessee 37027
Attention: General Counsel

Email: legalnotices@delekus.com

with copies (which shall not constitute notice) to:

Bradley Arant Boult Cummings LLP

1221 Broadway, Suite 2400

Nashville, Tennessee 37203

Attention: Stephen Hinton

Email: shinton@bradley.com

If to any of the Partnership, addressed to:

c/o Delek Logistics GP, LLC

310 Seven Springs Way
Suite 500

Brentwood, Tennessee 37027
Attention: General Counsel

Email: legalnotices@delekus.com

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with a copy to:

Gibson, Dunn & Crutcher LLP

811 Main Street Suite 3000

Houston, TX 77002

Attention: Gerry Spedale

Email: GSpedale@gibsondunn.com

Any Party may change any address to which notice is to be given to it by giving notice as provided above of such change of address.

Section 9.4Governing Law. This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. EACH OF THE PARTIES HERETO AGREES THAT THIS AGREEMENT INVOLVES AT LEAST U.S. $100,000.00 AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE UPON 6 Del. C. § 2708. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES (A) TO BE SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE AND (B) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE STATE OF DELAWARE AS SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS AND TO NOTIFY THE OTHER PARTIES OF THE NAME AND ADDRESS OF SUCH AGENT. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Section 9.5Public Statements. The Parties shall consult with each other with respect to public announcements or statements, and no Party shall issue any public announcement or statement with respect to the transactions contemplated hereby without the consent of the other Parties, which shall not be unreasonably withheld or delayed, unless the Party desiring to make such announcement or statement, after seeking such consent from the other Parties, obtains advice from legal counsel that a public announcement or statement is required by applicable law or securities exchange regulations.

Section 9.6Form of Payment. All payments hereunder shall be made in United States dollars and, unless the Parties making and receiving such payments shall agree otherwise or the provisions hereof provide otherwise, shall be made by wire or interbank transfer of immediately available funds on the date such payment is due to such account as the Party receiving payment may designate at least three Business Days prior to the proposed date of payment.

Section 9.7Entire Agreement; Amendments and Waivers. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered

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pursuant hereto, including the exhibits hereto, (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and (b) are not intended to confer upon any other Person or entity any rights or remedies hereunder except as Article VII or Article IX contemplates or except as otherwise expressly provided herein or therein. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to this Agreement or the transactions contemplated hereby, other than those expressly set forth in the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the exhibits hereto, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to this Agreement or the transactions contemplated hereby other than those referred to in clause (i) above. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all of the Parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided. Any amendment or waiver of this Agreement by the Partnership, and any determination, decision, approval or consent of the Partnership required pursuant to this Agreement, shall be approved in advance by the Conflicts Committee.

Section 9.8Binding Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns, but neither this Agreement nor any of the rights, benefits or obligations hereunder shall be assigned, by operation of law or otherwise, by any Party without the prior written consent of the other Parties hereto.

Section 9.9Severability. If any provision of the Agreement is rendered or declared illegal or unenforceable by reason of any existing or subsequently enacted legislation or by decree of a court of last resort, the Parties shall meet promptly and negotiate substitute provisions for those rendered or declared illegal or unenforceable, but all of the remaining provisions of this Agreement shall remain in full force and effect and will not be affected or impaired in any way thereby.

Section 9.10Interpretation. The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

Section 9.11Counterparts. This Agreement may be executed in one or more counterparts, including electronic, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party or other Person executing (or on whose behalf

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such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties to this Agreement have caused it to be duly executed as of the date first above written.

DELEK LOGISTICS PARTNERS, LP

By:    Delek Logistics GP, LLC, its general partner


By:    /s/ Reuven Spiegel    
Name: Reuven Spiegel
Title: Executive Vice President, Chief Financial Officer and Treasurer

DELEK US ENERGY, INC.

By:    /s/ Joseph Israel    
Name: Joseph Israel
Title: Executive Vice President, DK & DKL Operations

Signature Page to Contribution Agreement

Index to Schedules and Exhibits

Schedule 1: Delek Energy Knowledge Party

Schedule 2: Partnership Knowledge Party

Exhibit A: Assignment Agreement

EX-10.1

Exhibit 10.1

FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT

among

DELEK US HOLDINGS, INC.,

DELEK REFINING, LTD.,

LION OIL COMPANY, LLC,

DELEK LOGISTICS PARTNERS, LP,

PALINE PIPELINE COMPANY, LLC,

SALA GATHERING SYSTEMS, LLC,

MAGNOLIA PIPELINE COMPANY, LLC,

EL DORADO PIPELINE COMPANY, LLC,

DELEK CRUDE LOGISTICS, LLC,

DELEK MARKETING-BIG SANDY, LLC,

DELEK MARKETING & SUPPLY, LP,

DKL TRANSPORTATION, LLC,

DELEK LOGISTICS OPERATING, LLC

and

DELEK LOGISTICS GP, LLC

Table of Contents

Article I Definitions		2
1.1	Definitions	2
Article II Business Opportunities		6
2.1	Restricted Activities	6
2.2	Permitted Exceptions	6
2.3	Procedures	7
2.4	Scope of Prohibition	8
2.5	Enforcement	9
Article III Indemnification		9
3.1	Environmental Indemnification	9
3.2	Right of Way Indemnification	11
3.3	Additional Indemnification	11
3.4	Indemnification Procedures	12
3.5	Limitations Regarding Indemnification	13
Article IV Corporate Services		14
4.1	General	14
Article V Capital and Other Expenditures		15
5.1	Reimbursement of Operating, Maintenance Capital and Other Expenditures	15
Article VI [Reserved]		16
Article VII RIGHT OF FIRST REFUSAL		16
7.1	Delek US Right of First Refusal	16
7.2	Procedures for Transfer of ROFR Asset	17
Article VIII License of Name and Mark		19
8.1	Grant of License	19
8.2	Ownership and Quality	19
8.3	Termination	20
Article IX Miscellaneous		20
9.1	Choice of Law; Submission to Jurisdiction	20
9.2	Notice	20
9.3	Entire Agreement	21
9.4	Termination of Agreement	21
9.5	Amendment or Modification	21
9.6	Assignment	21
9.7	Counterparts	22
9.8	Severability	22
9.9	Further Assurances	22

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9.10	Rights of Limited Partners	22
9.11	Amendment and Restatement	22
9.12	Amendment of Schedules	22
9.13	Suspension of Certain Provisions in Certain Circumstances	22
Article X Call Option		23
10.1	Call Option to Purchase Certain Assets	23
10.2	Procedures for Exercise of the Call Option	25

ii

FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT

This FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT (“Agreement”) is entered into on August 5, 2024, and effective as of, July 1, 2024, among Delek US Holdings, Inc., a Delaware corporation (“Delek US”), on behalf of itself and the other Delek Entities (as defined herein), Delek Refining, Ltd., a Texas Limited Partnership (“Delek Refining”), Lion Oil Company, LLC, an Arkansas limited liability company (“Lion Oil”), Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), Paline Pipeline Company, LLC, a Texas limited liability company (“Paline”), SALA Gathering Systems, LLC, a Texas limited liability company (“SALA”), Magnolia Pipeline Company, LLC, a Delaware limited liability company (“Magnolia”), El Dorado Pipeline Company, LLC, a Delaware limited liability company (“El Dorado”), Delek Crude Logistics, LLC, a Texas limited liability company (“Crude Logistics”), Delek Marketing-Big Sandy, LLC, a Texas limited liability company (“Marketing-Big Sandy”), Delek Marketing & Supply, LP, a Delaware limited partnership (“DMSLP”), DKL Transportation, LLC, a Delaware limited liability company (“DKL Transportation”), Delek Logistics Operating, LLC, a Delaware limited liability company (“OpCo”), and Delek Logistics GP, LLC, a Delaware limited liability company (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

RECITALS:

1.    The Parties executed that certain Third Amended and Restated Omnibus Agreement dated March 31, 2015 (the “Third A&R Agreement”).

2.    The Parties desire to amend and restate the Third A&R Agreement to allow, among other items, for the application of the terms hereof to additional assets that the Partnership Group is acquiring from the Delek Entities.

3.    The Third A&R Agreement was amended pursuant to that certain First Amendment to Third Amended and Restated Omnibus Agreement entered into on August 3, 2015.

4.    The Third A&R Agreement was amended by the Third Amendment and Restatement of Schedules to Third Amended and Restated Omnibus Agreement dated May 15, 2020.

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

ARTICLE I

DEFINITIONS

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

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

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

“Affiliate” is defined in the Partnership Agreement.

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

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

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

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

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

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

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

“Call Option Triggering Event” shall mean any of the following:

(i)a Partnership Change of Control; or

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(ii)the Partnership shall Transfer to a Person other than a Delek Entity or a Partnership Group Member, in one transaction or a series of transactions, substantially all of its assets, whether by sale, merger, consolidation, license, or otherwise.

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

“Conflicts Committee” is defined in the Partnership Agreement.

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

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

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

“DKL Units” means the common units representing limited partner interests in the Partnership.

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

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

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

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

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

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

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

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

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

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

“License” is defined in Section 8.1.

“Limited Partner” is defined in the Partnership Agreement.

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

“Marks” is defined in Section 8.1.

“Name” is defined in Section 8.1.

“Offer” is defined in Section 2.3(a).

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

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

“Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP, dated as of August 13, 2022, as amended by the Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Delek Logistics Partners, LP dated effective as of February 26, 2023, to which reference is hereby made for all purposes of this Agreement.

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

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

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

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

“Partnership Interest” is defined in the Partnership Agreement.

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

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

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

“Permitted Exceptions” is defined in Section 2.2.

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

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

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

“Restricted Activities” is defined in Section 2.1.

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE II
BUSINESS OPPORTUNITIES

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

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

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

(b) the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is (i) acquired or constructed by a Delek Entity and (ii) within, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by a Delek Entity;

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

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

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

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

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

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

2.3 Procedures.

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

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

(c) If, within the Offer Evaluation Period, the Delek Entity and the General Partner are unable to agree on the fair market value of the Subject Assets that are subject to the Offer or the other terms of the Offer including, if applicable, the terms on which the Partnership Group will provide services to the Delek Entity to enable the Delek Entity to utilize the Subject Assets, the Delek Entity and the General Partner will engage a mutually agreed upon, nationally recognized investment banking firm to determine the fair market value of the Subject Assets and any other terms on which the Partnership Group and the Delek Entity are unable to agree. The investment banking firm will determine the fair market value of the Subject Assets and any other terms on which the Partnership Group and the Delek Entity are unable to agree within 30 days of its engagement and furnish the Delek Entity and the General Partner its determination. The fees of the investment banking firm will be split equally between the Delek Entity and the Partnership Group. Once the investment banking firm has submitted its determination of the fair market value of the Subject Assets and any other terms on which the Partnership Group and the Delek

8

Entity are unable to agree, the General Partner will have the right, but not the obligation to cause the Partnership Group to purchase the Subject Assets pursuant to the Offer, as modified by the determination of the investment banking firm. If the General Partner elects to cause the Partnership Group to purchase the Subject Assets, then the Partnership Group shall purchase the Subject Assets under the terms of the Offer, as modified by the determination of the investment banking firm as soon as commercially practicable after such determination and, if applicable, enter into an agreement with the Delek Entity to provide services in a manner consistent with the Offer, as modified by the determination of the investment banking firm.

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

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

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

ARTICLE III
INDEMNIFICATION

3.1 Environmental Indemnification.

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

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

(ii) any environmentally related event, condition or matter associated with or arising from the ownership or operation of the Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from such Assets or the disposal or

9

release of Hazardous Substances generated by operation of such Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, reporting, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work;

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

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

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

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

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

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

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

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

and regardless of whether such violation under Section 3.1(b)(i) or such environmentally related event, condition or matter included under Section 3.1(b)(ii) occurred before or after the applicable Closing Date (or, with respect to an API 653 Tank, before or after the applicable API 653 Inspection Date), in each case, only to the extent that any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Delek Entities under this Article III without giving effect to the applicable Annual Environmental Deductible.

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

3.3 Additional Indemnification.

(a) In addition to and not in limitation of the indemnification provided under Sections 3.1(a) and 3.2 and with respect to a Transaction Agreement, the Delek Entities, jointly

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and severally, shall indemnify, defend, and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group by reason of or arising out of (A) events and conditions associated with the ownership or operation of the Assets and existing or occurring before the applicable Closing Date (other than Covered Environmental Losses, which are provided for under Sections 3.1, and those Losses provided for under Section 3.2) to the extent that Delek US is notified in writing of any of the foregoing prior to the applicable Second Indemnification Deadline, (B) any legal actions pending as of the applicable Closing Date and as set forth on Schedule III to this Agreement, (C) events and conditions associated with the Retained Assets whether occurring before or after the applicable Closing Date, (D) the failure to obtain any necessary consent from the Arkansas Public Service Commission, the Louisiana Public Service Commission, the Texas Railroad Commission or the Federal Energy Regulatory Commission for the conveyance to the Partnership Group of any pipelines located in Arkansas, Louisiana and Texas, if applicable, and (E) all federal, state and local income tax liabilities attributable to the ownership or operation of the Assets prior to the applicable Closing Date, including under Treasury Regulation Section 1.1502-6 (or any similar provision of state or local law), and any such income tax liabilities of the Delek Entities that may result from the consummation of the formation transactions for the Partnership Group and the General Partner occurring on or prior to the applicable Closing Date.

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

3.4 Indemnification Procedures.

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

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

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

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

3.5 Limitations Regarding Indemnification.

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

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Transaction Agreement until such time as the aggregate amount of all Losses under Section 3.2 related to such Transaction Agreement that are in such calendar year exceeds the applicable annual ROW deductible set forth on Schedule IX (the “Annual ROW Deductible”), at which time the Delek Entities shall be obligated to indemnify the Partnership Group for all Losses under Section 3.2 related to such Transaction Agreement in excess of the applicable Annual ROW Deductible that are incurred by the Partnership Group in such calendar year.

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

(c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT; provided, that to the extent a Party hereunder receives insurance proceeds with respect to consequential, indirect, incidental, punitive, exemplary, special or similar damages or lost profits that would be waived under this Section 3.5(c), such Party shall be liable for such damages up to the amount of such insurance proceeds (net of any deductible and premiums paid with respect thereto).

(d) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES.

ARTICLE IV
CORPORATE SERVICES

4.1 General.

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

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corporate services to the Partnership Group due to changes in any law, rule or regulation applicable to Delek US or the Partnership Group, including any interpretation of such laws, rules or regulations. The General Partner may agree on behalf of the Partnership to increases in the Administrative Fee in connection with expansions of the operations of the Partnership Group through the acquisition or construction of new assets or businesses.

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

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

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

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

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

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

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

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

ARTICLE V
CAPITAL AND OTHER EXPENDITURES

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

(a) (i) any operating expenses in excess of $500,000 in any calendar year, in the case of Assets Transferred pursuant to the Initial Transaction Agreement set forth on Schedule IX, and (ii) any operating expenses and capital expenditures, in the case of Assets Transferred pursuant to the applicable Transaction Agreement set forth on Schedule IX, in each case, that are incurred by the Partnership Group for inspections, maintenance and repairs to any storage tanks included as part of the Assets and that are made solely in order to comply with current minimum standards under (x) the U.S. Department of Transportation’s Pipeline Integrity Management Rule 49 CFR 195.452 and (y) American Petroleum Institute (API) Standard 653 for Aboveground Storage Tanks (“API 653”);

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

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

(d) non-discretionary maintenance capital expenditures, other than those required to comply with applicable Environmental Laws, in excess of (i) $5,400,000 in calendar year 2014 (provided that no reimbursement shall be made pursuant to this clause (i) with respect to those specific Assets transferred pursuant to the El Dorado Terminal and Tankage Transaction

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Agreement set forth on Schedule IX); (ii) $9,800,000 in any calendar year beginning with calendar year 2015 and ending with calendar year 2017 and (iii) $4,400,000 in any calendar year beginning with calendar year 2018, in each case, incurred by the Partnership Group with respect to the Assets for which reimbursement has not been made pursuant to Sections 5.1(b) or 5.1(c), provided, that the Delek Entities shall not be required to reimburse the Partnership Group (x) under clauses (ii) or (iii) of this Section 5.1(d) for any amounts incurred after November 7, 2017 except with respect to those specific Assets transferred pursuant to the El Dorado Terminal and Tankage Transaction Agreement set forth on Schedule IX and (y) under clause (iii) of this Section 5.1(d) for any amounts incurred after February 10, 2019 (including with respect to those specific Assets transferred pursuant to the El Dorado Terminal and Tankage Transaction Agreement set forth on Schedule IX); and

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

ARTICLE VI
RESERVED

ARTICLE VII
RIGHT OF FIRST REFUSAL

7.1 Delek US Right of First Refusal.

(a) During the term of this Agreement and until the expiration of the Call Option Exercise Period, including any extension thereof pursuant to Section 10.1(g), each Partnership Party hereby grants to Delek US a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third-party lender or a Transfer to another Partnership Group Member) of any ROFR Asset set forth next to such Partnership Party’s name on Schedule VI. The Parties acknowledge and agree that nothing in this Article VII shall prevent or restrict the Transfer of the capital stock, equity or ownership interests or other securities of the General Partner or the Partnership.

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

7.2 Procedures for Transfer of ROFR Asset.

(a) In the event a Partnership Group Member proposes to Transfer any of the ROFR Assets (other than to an Affiliate) pursuant to a bona fide third-party offer (an

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“Acquisition Proposal”), then the Partnership shall, prior to entering into any such Acquisition Proposal, first give notice in writing to Delek US (a “Disposition Notice”) of its intention to enter into such Acquisition Proposal. The Disposition Notice shall include any material terms, conditions and details as would be necessary for Delek US to determine whether to exercise its right of first refusal with respect to the Acquisition Proposal, which terms, conditions and details shall at a minimum include: the name and address of the prospective acquiror (the “Proposed Transferee”), the ROFR Assets subject to the Acquisition Proposal (the “Sale Assets”), the purchase price offered by such Proposed Transferee (the “Offer Price”), reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow Delek US to reasonably determine the fair market value of such non-cash consideration, the Partnership Group’s estimate of the fair market value of any non-cash consideration and all other material terms and conditions of the Acquisition Proposal that are then known to the Partnership Group. To the extent the Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash), the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event Delek US and the Partnership Group are able to agree on the fair market value of any non-cash consideration or if the consideration consists solely of cash, Delek US will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets (the “ROFR Response”) to the Partnership Group within 60 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). In the event Delek US and the Partnership Group are unable to agree on the fair market value of any non-cash consideration prior to the First ROFR Acceptance Deadline, Delek US shall indicate its desire to determine the fair market value of such non-cash consideration pursuant to the procedures outlined in the remainder of this Section 7.2(a) in a ROFR Response delivered prior to the First ROFR Acceptance Deadline. If no ROFR Response is delivered by Delek US prior to the First ROFR Acceptance Deadline, then Delek US shall be deemed to have waived its right of first refusal with respect to such Sale Asset. In the event (i) Delek US’ determination of the fair market value of any non-cash consideration described in the Disposition Notice is less than the fair market value of such consideration as determined by the Partnership Group in the Disposition Notice and (ii) Delek US and the Partnership Group are unable to mutually agree upon the fair market value of such non-cash consideration within 60 days after Delek US notifies the Partnership Group of its determination thereof, the Partnership Group and Delek US will engage a mutually agreed upon, nationally recognized investment banking firm to determine the fair market value of the non-cash consideration. The investment banking firm will determine the fair market value of the non-cash consideration within 30 days of its engagement and furnish Delek US and the General Partner its determination. The fees of the investment banking firm will be split equally between the Delek Entities and the Partnership Group. Once the investment banking firm has submitted its determination of the fair market value of the non-cash consideration, Delek US will provide a ROFR Response to the Partnership Group within 30 days after the investment banking firm has submitted its determination (the “Second ROFR Acceptance Deadline”). If no ROFR Response is delivered by Delek US prior to the Second ROFR Acceptance Deadline, then Delek US shall be deemed to have waived its right of first refusal with respect to such Sale Asset.

(b) If Delek US elects in a ROFR Response delivered prior to the applicable ROFR Acceptance Deadline to exercise its right of first refusal with respect to a Sale Asset,

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within 60 days of the delivery of the ROFR Response, such ROFR Response shall be deemed to have been accepted by the applicable Partnership Group Member and such Partnership Group Member shall enter into an agreement with Delek US providing for the consummation of the Acquisition Proposal upon the terms set forth in the ROFR Response. Unless otherwise agreed between Delek US and the Partnership, the terms of the purchase and sale agreement will include the following:

(i) Delek US will agree to deliver the Offer Price in cash (unless Delek US and the Partnership Group agree that such consideration will be paid, in whole or in part, in equity securities of Delek US, an interest-bearing promissory note, or any combination thereof);

(ii) the applicable Partnership Group Member will represent that it has title to the Sale Asset that is sufficient to operate the Sale Assets in accordance with their intended and historical use, subject to all recorded matters and all physical conditions in existence on the closing date for the purchase of the applicable Sale Asset, plus any other such matters as Delek US may approve. If Delek US desires to obtain any title insurance with respect to the Sale Asset, the full cost and expense of obtaining the same (including but not limited to the cost of title examination, document duplication and policy premium) shall be borne by Delek US;

(iii) the applicable Partnership Group Member will grant to Delek US the right, exercisable at Delek US’ risk and expense prior to the delivery of the ROFR Response, to make such surveys, tests and inspections of the Sale Asset as Delek US may deem desirable, so long as such surveys, tests or inspections do not damage the Sale Asset or interfere with the activities of the applicable Partnership Group Member;

(iv) Delek US will have the right to terminate its obligation to purchase the Sale Asset under this Article VII if the results of any searches under Section 7.2(b)(ii) or (iii) above are, in the reasonable opinion of Delek US, unsatisfactory;

(v) the closing date for the purchase of the Sale Asset shall occur no later than 180 days following receipt by the Partnership Group of the ROFR Response pursuant to Section 7.2(a);

(vi) the Partnership Group Member and Delek US shall use commercially reasonable efforts to do or cause to be done all things that may be reasonably necessary or advisable to effectuate the consummation of any transactions contemplated by this Section 7.2(b), including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith;

(vii) the sale of any Sale Assets shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying such Sale Assets shall contain appropriate disclaimers; and

(viii) neither the Partnership Group nor Delek US shall have any obligation to sell or buy the Sale Assets if any of the consents referred to in Section 7.1(b) has not been obtained.

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(c) Delek US and the Partnership Group shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third business day following the expiration of any required waiting periods under the HSR Act; provided, however, that such delay shall not exceed 60 days following the 180 days referred to in Section 7.2(b)(v) (the “ROFR Governmental Approval Deadline”) and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such ROFR Governmental Approval Deadline, then Delek US shall be deemed to have waived its right of first refusal with respect to the Sale Assets described in the Disposition Notice and thereafter the Partnership Group shall be free to consummate the Transfer to the Proposed Transferee, subject to Section 7.2(d)(ii).

(d) If the Transfer to the Proposed Transferee (i) in the case of a Transfer other than a Transfer permitted under Section 7.2(c), is not consummated in accordance with the terms of the Acquisition Proposal within the later of (A) 180 days after the applicable ROFR Acceptance Deadline and (B) three business days after the satisfaction of all governmental approval or filing requirements, if any, or (ii) in the case of a Transfer permitted under Section 7.2(c), is not consummated within the later of (A) 60 days after the ROFR Governmental Approval Deadline and (B) three business days after the satisfaction of all governmental approval or filing requirements, if any, then in each case the Acquisition Proposal shall be deemed to lapse, and the Partnership or member of the Partnership Group may not Transfer any of the Sale Assets described in the Disposition Notice without complying again with the provisions of this Article VII if and to the extent then applicable.

ARTICLE VIII
LICENSE OF NAME AND MARK

8.1 Grant of License. Upon the terms and conditions set forth in this Article VIII, Delek US hereby grants and conveys to each of the entities currently or hereafter comprising a part of the Partnership Group a nontransferable, nonexclusive, royalty-free right and license (“License”) to use the name “Delek” (the “Name”) and any other trademarks owned by Delek US which contain the Name (collectively, the “Marks”).

8.2 Ownership and Quality.

(a) The Partnership agrees that ownership of the Name and the Marks and the goodwill relating thereto shall remain vested in Delek US both during the term of this License and thereafter, and the Partnership further agrees, and agrees to cause the other members of the Partnership Group, never to challenge, contest or question the validity of Delek US’ ownership of the Name and Marks or any registration thereto by Delek US. In connection with the use of the Name and the Mark, the Partnership and any other member of the Partnership Group shall not in any manner represent that they have any ownership in the Name and the Marks or registration thereof except as set forth herein, and the Partnership, on behalf of itself and the other members of the Partnership Group, acknowledges that the use of the Name and the Marks shall not create any right, title or interest in or to the Name and the Mark, and all use of the Name and the Marks

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by the Partnership or any other member of the Partnership Group, shall inure to the benefit of Delek US.

(b) The Partnership agrees, and agrees to cause the other members of the Partnership Group, to use the Name and Marks in accordance with such quality standards established by Delek US and communicated to the Partnership from time to time, it being understood that the products and services offered by the members of the Partnership Group immediately before the Closing Date are of a quality that is acceptable to Delek US and justifies the License.

8.3 Termination. The License shall terminate upon a termination of this Agreement pursuant to Section 9.4.

ARTICLE IX
MISCELLANEOUS

9.1 Choice of Law; Submission to Jurisdiction. This Agreement shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Texas and to venue in Houston, Texas.

9.2 Notice. All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (a) if by facsimile or hand delivery, when delivered; (b) if mailed via the official governmental mail system, five (5) Business Days after mailing, provided that said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; (c) if mailed by an internationally recognized overnight express mail service such as FedEx, UPS, or DHL Worldwide, one (1) Business Day after deposit therewith is prepaid; or (d) if by e-mail, one Business Day after delivery with receipt confirmed. All notices will be addressed to the Parties at the respective addresses as follows:

If to the Delek Entities:

c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel
Telecopy No.: (615) 435-1271
E-mail: legalnotices@delekus.com

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

c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027

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Attn: President
Telecopy No: (615) 435-1271
E-mail: legalnotices@delekus.com

If to the Partnership Group:

Delek Logistics Partners, LP
c/o Delek Logistics GP, LLC
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel
Telecopy No: (615) 435-1271
E-mail: legalnotices@delekus.com

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

Delek Logistics Partners, LP
c/o Delek Logistics GP, LLC
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: President
Telecopy No: (615) 435-1271
E-mail: legalnotices@delekus.com

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

9.3 Entire Agreement. This Agreement, together with the Schedules attached hereto (which are incorporated herein by reference) constitute the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

9.4 Termination of Agreement. This Agreement, other than the provisions set forth in Articles III, VII and X hereof, may be terminated by Delek US or the Partnership upon a Partnership Change of Control. For the avoidance of doubt, the Parties’ indemnification obligations under Article III, the right of first refusal under Article VII and the Call Option under Article X shall survive the termination of this Agreement in accordance with their respective terms.

9.5 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Agreement.

9.6 Assignment. No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties hereto; provided, however, that (i) the

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Partnership may make a collateral assignment of this Agreement solely to secure financing for the Partnership Group and (ii) Delek US may assign its rights under Article VII to any Affiliate of Delek US.

9.7 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.

9.8 Severability. If any provision of this Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

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

9.10 Rights of Limited Partners. The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no Limited Partner of the Partnership shall have the right, separate and apart from the Partnership, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

9.11 Amendment and Restatement. This Agreement amends and restates the Third A&R Agreement in its entirety and the Parties agree that the terms and provisions of this Agreement replace the terms and provisions of the Third A&R Agreement, which is no longer in force as of the date hereof.

9.12 Amendment of Schedules. The Parties may amend and restate the Schedules at any time without otherwise amending or restating this Agreement by the execution by all of the Parties of a cover page to the amended Schedules in the form attached hereto as Exhibit B. Such amended and restated Schedules shall replace the prior Schedules as of the date of execution of the cover page and shall be incorporated by reference into this Agreement for all purposes.

9.13 Suspension of Certain Provisions in Certain Circumstances. The provisions of Article VII and Article X shall be of no force and effect with respect to Delek US, Delek Refining or Lion Oil, as applicable, and such Party (i) shall have no rights or obligations under Article VII and Article X if such Party shall institute any proceeding or voluntary case seeking to adjudicate it as bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for any such Person or for any substantial part of its property, (ii) shall be generally not paying its debts as such debts become due or shall admit in writing its inability to pay its debts

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generally, (iii) shall make a general assignment for the benefit of creditors, or (iv) shall take any action to authorize or effect any of the actions set forth above in this Section 9.13. In addition to the foregoing, notwithstanding anything in Article VII to the contrary:

(a) Delek US shall have no right to exercise any rights of first refusal under Article VII on, and no Partnership Party or lender to any Partnership Party shall have any obligation to give any Disposition Notice or other notice to the Partnership Group with respect to any proposed Transfer of any ROFR Asset while any Default or Event of Default exists under, and as defined in, that Amended and Restated Credit Agreement dated as of July 9, 2013, by and among the Partnership, the other Borrowers party thereto, the Lenders and L/C issuers from time to time party thereto, the Guarantors from time to time party thereto, Fifth Third Bank, as Administrative Agent, Bank of America, N.A.. and Royal Bank of Canada, as Co-Syndication Agents, and Compass Bank, Barclays Bank PLC, PNC Bank, National Association and RBS Citizens, N.A., as Co-Documentation Agent, as amended, supplemented or otherwise modified from time to time (the “Partnership Credit Agreement”), without the prior written consent of the Required Lenders, as defined in the Partnership Credit Agreement. Upon any refinancing or replacement of any of the indebtedness evidenced by the Partnership Credit Agreement (each a “Partnership Refinancing Credit Agreement”), Delek US shall execute and deliver to any administrative agent and/or lenders under any Partnership Refinancing Credit Agreement an agreement and acknowledgement that Delek US shall have no right to exercise any right of first refusal under Article VII on any proposed Transfer of any ROFR Asset while any Default or Event of Default exists under such Partnership Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Partnership Refinancing Credit Agreement).

ARTICLE X
CALL OPTION

10.1 Call Option to Purchase Certain Assets.

(a) Subject to Section 10.1(c), each Partnership Party, on behalf of itself and the Partnership Group, hereby grants to Delek US an exclusive option to purchase all or any part of the Partnership Group’s right, title and interest in, to and under the assets listed on Schedule XI hereto, which Schedule XI shall be updated from time to time by mutual agreement of Delek US and the Partnership Parties; provided that Delek US can remove assets from Schedule XI at its sole option (the “Call Option Assets”). All references to such Call Option Assets in this Agreement shall be deemed qualified by the descriptions thereof set forth on such Schedule XI hereto. Any tangible assets constructed or acquired by a Partnership Group Member to replace the function of any of the Call Option Assets described above will be subject to the Call Option described in this Section 10.1.

(b) The Call Option will be exercisable, in whole or in part, in one or more exercises, beginning on the effective date of a Call Option Triggering Event (the “Call Option Triggering Date”) and continuing for a period of (i) six months from such Call Option

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Triggering Date, with respect to a Call Option Triggering Event (A) under clause (ii) of the definition of Call Option Triggering Event or (B) that results from a transaction where the Delek Entities transfer Control of the Partnership to a Person other than one of the Delek Entities or a Partnership Party, and (ii) four years from such Call Option Triggering Date with respect to any other Call Option Triggering Event (the “Call Option Exercise Period”).

(c) The Parties acknowledge that all potential Transfers of Call Option Assets pursuant to this Article X are subject to obtaining any and all required consents of governmental authorities and other third parties and to the terms of all existing agreements in respect of the Call Option Assets; provided, however, that the Partnership represents and warrants that, to its knowledge after reasonable investigation, there are no terms in such agreements that would materially impair the rights granted to Delek US pursuant to this Article X with respect to any Call Option Asset. Delek US and the Partnership Group shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the exercise of the Call Option.

(d) Each Partnership Group Member and Delek US shall use commercially reasonable efforts to do or cause to be done all things that are reasonably necessary to effectuate the consummation of any transactions contemplated by this Article X, including causing its respective Affiliates to execute, deliver and perform all documents, notices, amendments, certificates, instruments and consents required in connection therewith.

(e) The Parties agree and acknowledge that the sale of the Call Option Assets by the Partnership Parties to Delek US shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying such Call Option Assets shall contain appropriate disclaimers.

(f) Neither the Partnership Group nor Delek US shall have any obligation to sell or buy the Call Option Assets if any of the consents referred to in Section 10.1(c) has not been obtained.

(g) Delek US and the Partnership Group shall cooperate in good faith in obtaining all necessary governmental and other third party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third business day following the expiration of any required waiting periods under the HSR Act. If the exercise of the Call Option is prevented or delayed due to the Partnership’s failure to obtain any required consent, then the Call Option Exercise Period shall be automatically extended with respect to the Call Option Assets subject to such consent, until such time as the exercise of the Call Option with respect to such Call Option Assets will not be so prevented or delayed; provided, that any Call Option Assets not subject to such extension will no longer be subject to this Article X (or Article VII). If the Partnership is not successful in obtaining the necessary consent of any lenders to the Transfer of the Call Option Assets pursuant to this Article X, then it will use best efforts to repay or refinance such indebtedness.

(h) During the term of this Agreement and the Call Option Exercise Period, including any extension thereof pursuant to Section 10.1(g), (i) the Partnership must obtain the

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prior written consent of Delek US before changing the operating use of any Call Option Asset, and (ii) the Partnership must obtain the prior written consent of Delek US before permitting any third party to use any of the Call Option Assets, in each case such consent may not be unreasonably withheld, conditioned or delayed.

(i) During the term of this Agreement and the Call Option Exercise Period, including any extension thereof pursuant to Section 10.1(g), the Partnership Group will use commercially reasonable efforts to maintain the Call Option Assets at a level needed for continued safe and reliable operation by the Delek Entities consistent with their historical use thereof. Upon the written request of any Delek Entity, the Partnership Group will provide reasonable maintenance consistent with industry practices for such continued safe and reliable operation consistent with the historic use of such Call Option Assets (“Past Practice”). In the event the Partnership Group fails to provide any such requested reasonable maintenance consistent with Past Practice within 30 days upon the receipt of a written request for such maintenance from the Delek Entities, then the Delek Entities shall be entitled to provide for such maintenance and offset the reasonable, documented, out-of-pocket cost thereof against amounts owed between the Delek Entities and the Partnership Group. In the event any Delek Entity requests maintenance on any Call Option Asset beyond what is consistent with Past Practice, then the Partnership Group shall permit the Delek Entities to perform, or cause to be performed, such maintenance, at the sole cost and expense of the Delek Entities.

(j)    If any exercise of the Call Option results in a change in the Call Option Assets subject to any intercompany agreement between one or more Delek Entities, on the one hand, and one or more Partnership Group Members, on the other hand, then such intercompany company agreement shall be ratably adjusted to reflect the exercise of the Call Option without renegotiation of the other terms thereof. If the Parties are unable to mutually agree upon such ratable adjustment, then such ratable adjustment shall be included as a matter to be resolved pursuant to Section 10.2(c) below.

(k)    Delek US shall have no right to exercise any Call Rights under Article X while any Default or Event of Default exists under, and as defined in, the Partnership Credit Agreement, without the prior written consent of the Required Lenders, as defined in the Partnership Credit Agreement. With respect to any Partnership Refinancing Credit Agreement, Delek US shall execute and deliver to any administrative agent and/or lenders under any Partnership Refinancing Credit Agreement an agreement and acknowledgement that Delek US shall have no right to exercise any Call Option under Article X while any Default or Event of Default exists under such Partnership Refinancing Credit Agreement without the prior written consent of such administrative agent or certain proportion of the lenders with respect thereto (which proportion shall be determined by the lenders in connection with such Partnership Refinancing Credit Agreement).

10.2 Procedures for Exercise of the Call Option.

(a) Each time Delek US exercises the Call Option during the Call Option Exercise Period, Delek US will provide a written notice (a “Call Option Exercise Notice”) to the Partnership identifying the Call Option Assets to be purchased, the fair market value it proposes

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to pay for such Call Option Assets, and any other terms of the exercise, which may include terms upon which the Partnership Group will provide services to one or more Delek Entities in connection with such Call Option Assets. Delek US and the Partnership shall negotiate in good faith the terms of such Call Option exercise, including the fair market value of the Call Option Assets to be purchased, within 90 days after the delivery of such Call Option Exercise Notice. Upon agreement of the terms of such Call Option exercise, Delek US and the Partnership shall cooperate in good faith to establish a mutually acceptable closing date (the “Call Option Closing Date”) for the consummation of the Transfer of the Call Option Assets. Delek US may pay the purchase price for any exercise of the Call Option in cash, DKL Units, or a combination thereof in its sole discretion, unless Delek US and the Partnership agree that such consideration will be paid, in whole or in part, in equity securities of Delek US, an interest-bearing promissory note, or any combination thereof; provided, that after giving pro forma effect thereto, the Total Leverage Ratio (as defined in the Indenture dated March 13, 2024 with respect to the Partnership’s 8.625% Senior Notes due 2029, as in effect as of the date hereof) does not exceed 4.00 to 1.00; provided further, that in the event the Partnership Group is required to provide services to one or more Delek Entities in connection with such Call Option Assets, the fees for such services shall be paid in cash only.

(b) On the Call Option Closing Date, each applicable Partnership Group Member shall represent that it has title to the Call Option Assets being transferred that is sufficient to operate the Call Option Assets in accordance with their intended and historical use, subject to all recorded matters and all physical conditions in existence on the closing date for the purchase of the applicable Call Option Asset, plus any other such matters as Delek US may approve. If Delek US desires to obtain any title insurance with respect to a Call Option Asset, the full cost and expense of obtaining the same (including but not limited to the cost of title examination, document duplication and policy premium) shall be borne by Delek US.

(c) If Delek US and the Partnership are unable to agree, within 90 days of the delivery of such Call Option Exercise Notice, on the fair market value of the Call Option Assets to be purchased under any Call Option Exercise Notice or any other terms of the purchase, including, if applicable, the terms on which the Partnership Group will provide services to one or more Delek Entities in connection with such Call Option Assets, then Delek US and the Partnership will, within 120 days of the delivery of such Call Option Exercise Notice, engage a mutually-agreed-upon, independent, nationally recognized investment banking firm (“Independent Bank”) to determine the fair market value of the Call Option Assets to be purchased and/or to propose customary terms to replace the terms on which Delek US and the Partnership are unable to agree. The fees of the investment banking firm will be split equally between Delek US and the Partnership. Delek US and the Partnership shall use commercially reasonable efforts to provide all documentation reasonably requested by the Independent Bank, and to cause the Independent Bank to submit its determination of the fair market value and/or make its proposal of customary terms within 30 days of the submission of the disputed matters to the Independent Bank. Once the Independent Bank submits its determination of the fair market value of the Call Option Assets to be purchased and/or proposes other customary terms to replace the terms on which Delek US and the Partnership are unable to agree (which determination shall be solely limited to, and must be within the range of, such matters on which the Parties are

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unable agree), Delek US will have the right, but not the obligation, to purchase the Call Option Assets to be purchased on the terms as modified by the Independent Bank. Delek US will provide written notice of its decision to the Partnership within 30 days after the Independent Bank has submitted its determination to the Parties. Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase such Call Option Assets, but Delek US shall reserve the right to include any such Call Option Assets in a future Call Option Exercise Notice during the Call Option Exercise Period.

(d) The applicable Partnership Group Member will grant to Delek US the right, exercisable at Delek US’ risk and expense prior to the Call Option Closing Date, to make such surveys, tests and inspections of the Call Option Assets as Delek US may deem desirable, so long as such surveys, tests or inspections do not damage the Call Option Assets or interfere with the activities of the applicable Partnership Group Member. Delek US will have the right to terminate its obligation to purchase the Call Option Assets under this Article X if the results of any searches under this Section 10.2(d) are, in the reasonable opinion of Delek US, unsatisfactory.

(e) If requested by Delek US, the Partnership shall use commercially reasonable efforts to obtain financial statements at the sole cost and expense of Delek US, with respect to any Call Option Assets purchased by the Delek Entities as required under Regulation S-X promulgated by the Securities and Exchange Commission or any successor statute.

[Signatures on following page]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the Closing Date.

DELEK US HOLDINGS, INC.
LION OIL COMPANY, LLC

By:     /s/ Joseph Israel            
Name: Joseph Israel
Title: Executive Vice President, DK & DKL Operations

By:     /s/ Mark Hobbs            
Name: Mark Hobbs
Title: Executive Vice President, Corporate Development

DELEK LOGISTICS PARTNERS, LP

By: Delek Logistics GP, LLC,
its general partner

By:     /s/ Reuven Spiegel            
Name: Reuven Spiegel
Title: Executive Vice President, Chief Financial Officer, and Treasurer

By:     /s/ Odely Sakazi            
Name: Odely Sakazi
Title: Senior Vice President

PALINE PIPELINE COMPANY, LLC
SALA GATHERING SYSTEMS, LLC
MAGNOLIA PIPELINE COMPANY, LLC
EL DORADO PIPELINE COMPANY, LLC
DELEK CRUDE LOGISTICS, LLC
DELEK MARKETING-BIG SANDY, LLC
DKL TRANSPORTATION, LLC
DELEK LOGISTICS OPERATING, LLC
DELEK LOGISTICS GP, LLC

Signature page to Fourth Amended and Restated Omnibus Agreement

By:     /s/ Reuven Spiegel            
Name: Reuven Spiegel
Title: Executive Vice President, Chief Financial Officer, and Treasurer

By:     /s/ Odely Sakazi            
Name: Odely Sakazi
Title: Senior Vice President

DELEK MARKETING & SUPPLY, LP

By: Delek Marketing GP, LLC,
its general partner

By:     /s/ Reuven Spiegel            
Name: Reuven Spiegel
Title: Executive Vice President, Chief Financial Officer, and Treasurer

By:     /s/ Odely Sakazi            
Name: Odely Sakazi
Title: Senior Vice President

Signature page to Fourth Amended and Restated Omnibus Agreement

EX-10.2

Exhibit 10.2

SECOND AMENDMENT AND RESTATEMENT OF THE THROUGHPUT AND TANKAGE AGREEMENT
(Tyler Terminal and Tankage)

This Second Amendment and Restatement of the Throughput and Tankage Agreement (this “Agreement”) is dated as of August 5, 2024 by and between DK Trading & Supply, LLC, a Delaware limited liability company (“DKTS”), and Delek Marketing & Supply, LP, a Delaware limited partnership (“Logistics”). Each of DKTS and Logistics are individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, Delek Refining, Ltd., а Texas limited partnership (“Refining”) and Logistics entered into that certain Pipelines and Tankage Agreement (the “Original Agreement”) dated July 26, 2013 (the “Original Effective Date”);

WHEREAS, the Original Agreement was amended pursuant to that certain First Amendment to Throughput and Tankage Agreement dated December 14, 2018, by and between Refining and Logistics;

WHEREAS, Refining assigned all of its right, title and interest in the Original Agreement to DKTS pursuant to that certain Omnibus Assignment and Assumption Agreement dated September 13, 2022, by and between Refining and DKTS; and

WHEREAS, the Parties desire to further amend and restate the Original Agreement as set forth herein.

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, the Parties hereby agree as follows:

Section 1.    Definitions.

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

“2026Throughput Fee” has the meaning set forth in Section 2(c)(i).

“2026Storage Fees” has the meaning set forth in Section 2(d)(i).

“Actual Throughput” means the aggregate volume of Materials that DKTS throughputs at the Terminal.

“Affiliate” means, with respect to a specified Person, any other Person controlling, controlled by or under common control with that first Person. As used in this definition, the term “control” includes (i) with respect to any Person having voting securities or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the

power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any Person and (iii) the ability to direct the business and affairs of any Person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, Delek US and its subsidiaries (other than the General Partner, the Partnership and its subsidiaries), including DKTS, on the one hand, and the General Partner, the Partnership and its subsidiaries, including Logistics, on the other hand, shall not be considered Affiliates of each other.

“Ancillary Services” means the following services to be provided by Logistics to DKTS: truck receipts (feedstocks, blendstocks and unfinished products), truck rack blending, tank sampling, tank-to-tank transfers, ethanol storage, ethanol blending, generic gasoline additization, lubricity/ conductivity additization, product receipt, proprietary additive additization, red dye additization, transmix, coke, slurry and butane loading/unloading (truck) and seasonal flow improver additization or other similar services.

“Ancillary Services Fees” means, for any month during the Term of this Agreement, the fees set forth on Exhibit B to be paid by DKTS pursuant to Section 2(c)(ii) during that month for Ancillary Services provided by Logistics.

“API” means the American Petroleum Institute.

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

“Assumed OPEX” means $6,100,000.

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

“bpd” means barrels per day.

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

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

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

“Capital Improvement” means (a) any modification, improvement, expansion or increase in the capacity of the Terminal or the Tankage or any portion thereof, or (b) any connection, or new point of receipt or delivery for Materials.

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“Claimant” shall have the meaning assigned to such term in Section 13(i).

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

“Contract Quarter” means a three-month period that commences on January 1, April 1, July 1 or October 1, and ends on March 31, June 30, September 30 or December 31, respectively, except that the final Contract Quarter shall end on the last day of the Term.

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

“Control” (including with correlative meaning, the term “controlled by”) means, as used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

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

“Deficiency Notice” has the meaning set forth in Section 7(a).

“Deficiency Payment” has the meaning set forth in Section 7(a).

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

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

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

“DKTS Indemnitees” has the meaning set forth in Section 11(a).

“Effective Date” means July 1, 2024.

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

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

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

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

“First Offer Period” has the meaning set forth in Section 5.

“Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of a public enemy, wars, terrorism, cyberattacks, blockades, insurrections, riots, storms, floods, washouts, arrests, the order of any court or Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, fires, leaks, releases, breakage, accident to machinery, storage tanks or lines of pipe, inability to obtain or unavoidable delay in obtaining material or equipment, inability to obtain Materials because of a failure of third-party pipelines, and any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension, delay or interruption and which through the exercise of commercially reasonable efforts such Party is unable to prevent or overcome; provided, however, that a Party’s inability to perform its economic obligations hereunder shall not constitute an event of Force Majeure.

“Force Majeure Notice” has the meaning set forth in Section 3(a).

“Force Majeure Party” has the meaning set forth in Section 3(a).

“Force Majeure Period” has the meaning set forth in Section 3(a).

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

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

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“Group A Minimum Storage Capacity” means an aggregate usable storage capacity of 1,345,000 barrels for storage of Materials other than Waste/Catalyst.

“Group A Storage Fee” has the meaning set forth in Section 2(d)(i).

“Group A Tankage” means the tankage adjacent to the Refinery listed on Exhibit A that is used for storage of Materials other than Waste/Catalyst; Exhibit A shall be updated by the Parties from time to time upon the request of DKTS to reflect changes in the Group A Tankage as a result of new construction, demolition or replacement of tankage.

“Group B Minimum Storage Capacity” means an aggregate usable storage capacity of 20,000 barrels for storage of Waste/Catalyst.

“Group B Storage Fee” has the meaning set forth in Section 2(d)(i).

“Group B Tankage” means the tankage adjacent to the Refinery listed on Exhibit A that is used for storage of Waste/Catalyst; Exhibit A shall be updated by the Parties from time to time upon the request of DKTS to reflect changes in the Group B Tankage as a result of new construction, demolition or replacement of tankage.

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

“Initial Term” has the meaning set forth in Section 4(a).

“InitialStorage Fees”has the meaning set forth in Section 2(d)(i).

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

“Intermediates” means any hydrocarbons that are unfinished products or that require further processing to be sold as, or blended into, finished products.

“Liabilities” means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, “Costs”) of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any Costs arising from compliance or non-compliance with Applicable Law.

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

“Logistics Indemnitees” has the meaning set forth in Section 11(b).

“Marketing Agreement” means the Marketing Agreement, dated as of November 7, 2012, between DKTS and Logistics, as the same may be amended from time to time.

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“Materials” means any Crude Oil, Intermediates, Products and other hydrocarbons and/or Waste/Catalyst stored under this Agreement.

“Minimum Storage Capacity” means the Group A Minimum Storage Capacity and the Group B Minimum Storage Capacity.

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

“Minimum Throughput Capacity” means an aggregate amount of throughput capacity at the Terminal equal to 60,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“Minimum Throughput Commitment” means an aggregate amount of Materials equal to 50,000 bpd multiplied by the number of calendar days in the Contract Quarter.

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

“Omnibus Agreement” means that certain Fourth Amended and Restated Omnibus Agreement dated as of August 5, 2024, among Delek US, on behalf of itself and the other Delek Entities (as defined therein), Refining, Lion Oil Company, the Partnership, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, Delek Logistics Operating, LLC and the General Partner, as the same may be amended from time to time.

“Open Assets” has the meaning set forth in Section 2(q).

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

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

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

“Partnership”means Delek Logistics Partners, LP, a Delaware limited partnership. “Partnership Change of Control” means Delek US ceases to Control the General Partner.

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

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

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

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“Product” means any refined petroleum products stored and handled under this Agreement in support of DKTS’s operations.

“Purchase Agreement” means the Asset Purchase Agreement (Tyler Terminal and Tankage) dated as of July 26, 2013 between Refining, as seller, and Logistics, as buyer.

“Receiving Party Personnel” has the meaning set forth in Section 13(j)(iv).

“Refinery” means Refining’s Crude Oil refinery in Tyler, Texas.

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

“Renewal Term” has the meaning set forth in Section 4(a).

“Respondent” shall have the meaning assigned to such term in Section 13(i).

“Restoration” has the meaning set forth in Section 8(b).

“Right of First Refusal” has the meaning set forth in Section 5.

“Shortfall Payment” has the meaning set forth in Section 2(e)(i).

“Special Damages” has the meaning set forth in Section 12.

“Storage Fees” means the Group A Storage Fee and the Group B Storage Fee.

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

“Tankage” means the Group A Tankage and the Group B Tankage.

“Term” has the meaning set forth in Section 4(a).

“Terminal” means the light products loading rack located adjacent to the Refinery, including the loading, office and shop facilities owned, operated, leased or used pursuant to a contractual right of use by Logistics or its Affiliates, which includes the additive tanks located at the terminal that store Materials and the piping, truck facilities and other facilities related thereto, together with existing and future modifications or additions.

“Termination Notice” has the meaning set forth in Section 3(b).

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

“Transaction Agreements” means, collectively, this Agreement, the Purchase Agreement, the Omnibus Agreement, the Lease and Access Agreement (Tyler Terminal and Tankage) dated as of July 26, 2013 between Refining and Logistics and the Site Services Agreement (Tyler Terminal and Tankage Agreement) dated as of July 26, 2013 between Refining and Logistics.

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“Call Option” has the meaning given to such term in the Omnibus Agreement.

“Waste/Catalyst” means any non-salable byproducts of the refining process.

Section 2.    Agreement to Use Services Relating to Terminal and Tankage.

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

(a)    Obligations of Logistics. During the Term and subject to the terms and conditions of this Agreement, Logistics agrees to: (i) own or lease and operate and maintain in accordance with Section 8(b) all assets necessary to handle the Materials from DKTS; (ii) provide the services required under this Agreement; and (iii) perform all operations relating to the Terminal and the Tankage that it is required to perform under the Transaction Agreements.

(b)    Minimum Throughput Commitment at the Terminal. During each Contract Quarter during the Term and subject to the terms and conditions of this Agreement, DKTS agrees that, commencing on the Effective Date, DKTS shall throughput at least the Minimum Throughput Commitment at the Terminal, and Logistics shall make available to DKTS dedicated capacity at the Terminal, at all times sufficient to allow DKTS to throughput the Minimum Throughput Capacity at the Terminal. Allocation of capacity for Materials of different types at the Terminal shall be in accordance with practices as of the Effective Date, or as otherwise may be agreed between the Parties from time to time.

(c)    Throughput Fee at the Terminal.

(i)    The throughput fee initially applicable to throughput at the Terminal shall be $0.540 per barrel as of the Effective Date (the “InitialThroughput Fee”), and $0.400 per barrel effective April 1, 2026 (the “2026Throughput Fee” and together with the Initial Throughput Fee, collectively the “Throughput Fee”). Subject to Sections 2(e) and Section 2(k),DKTS shall pay Logistics an amount equal to the Throughput Fee multiplied by the Actual Throughput at the Terminal.

(ii)    Logistics shall provide the Ancillary Services to DKTS at the Terminal. DKTS shall pay the per-barrel Ancillary Services Fees listed on Exhibit B for such services. If any additional ancillary services are requested by DKTS that are different in kind, scope or frequency from the Ancillary Services that have been historically provided, then the Parties shall negotiate in good faith to determine whether such ancillary services may be provided and the appropriate rates to be charged for such ancillary services. All fuel additives, dyes, de-icers and other additions requested to be added to the Materials will be provided by DKTS at no cost to Logistics.

(iii)    The Throughput Fee shall be adjusted on July 1 of each Contract Year commencing on July 1, 2025, by an amount equal to the increase or decrease, if any, in the Inflation Index; provided, however, that the Throughput Fee shall not be decreased

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below the applicable Throughput Fee provided in this Section 2(c). If the PPI is no longer published, Logistics and DKTS shall negotiate in good faith to agree on a new index that gives comparable protection against inflation and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the Throughput Fee. If DKTS and Logistics are unable to agree, a new index will be determined by arbitration in accordance with Section 13(i) and the same method of adjustment for increases in the new index shall be used to calculate increases in the Throughput Fee.

(iv)    During the Term of this Agreement, if new laws or regulations are enacted that require Logistics to make substantial and unanticipated capital expenditures with respect to the Terminal, the Parties will renegotiate the Throughput Fee in good faith in order to compensate Logistics on account of such incremental capital costs. The Parties shall use their commercially reasonable efforts to mitigate the impact of, and comply with, such new laws or regulations. If DKTS and Logistics are unable to agree upon a renegotiated Throughput Fee, the renegotiated Throughput Fee will be determined by arbitration in accordance with Section 13(i).

(d)    Storage Fees for the Tankage.

(i)    DKTS shall pay Logistics a fee of $1,279,214.828 per month as of the Effective Date (the “InitialStorage Fees”), and $781,869.000 per month effective April 1, 2026 (the “2026Storage Fees” and together with the Initial StorageFees, collectively the “Storage Fees”), consisting of (A) $774,050.000 (the “Group A Storage Fee”) for dedicated storage capacity in the Group A Tankage, and (B) $7,818.00.000 per month (the “Group B Storage Fee”) for dedicated storage capacity in the Group B Tankage.

(ii)    Notwithstanding the foregoing, in the event that the Effective Date is any date other than the first day of a calendar month, then the Storage Fees for the initial contract month shall be prorated based upon the number of days remaining in such month.

(iii)    The Materials storage capacity provided to DKTS in the Tankage may be temporarily reduced by Logistics (without any adjustment to the Storage Fees) as a result of repairs and/or maintenance on storage tanks that reduce the storage capacity available in Tankage, so long as the reduced storage capacity will not result in the inability of Logistics to provide the Group A Minimum Storage Capacity or the Group B Minimum Storage Capacity.

(iv)    The amount of the Storage Fees shall be adjusted on July 1 of each Contract Year commencing on July 1, 2025, by an amount equal to the increase or decrease, if any, in the Inflation Index, provided, however, that the Storage Fees shall not be decreased below the applicable Storage Fees provided in this Section 2(d). If the PPI is no longer published, DKTS and Logistics shall negotiate in good faith to agree an a new index that gives comparable protection against inflation and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases

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or decreases in the Storage Fees. If DKTS and Logistics are unable to agree upon the new index, the new index will be determined by arbitration in accordance with Section 13(i).

(v)    During the Term of this Agreement, if new laws or regulations are enacted that require Logistics to make substantial and unanticipated capital expenditures with respect to the Tankage, the Parties will renegotiate the Storage Fees in good faith in order to compensate Logistics on account of such incremental capital costs. The Parties shall use their commercially reasonable efforts to mitigate the impact of, and comply with, such new laws or regulations. If DKTS and Logistics are unable to agree upon renegotiated Storage Fees, the renegotiated Storage Fees will be determined by arbitration in accordance with Section 13(i).

(vi)    Allocation of storage capacity for separate Materials in the Tankage shall be in accordance with current practices, or as otherwise may be agreed between the Parties from time to time.

(e)    Shortfalls.

(i)    If, for any Contract Quarter, Actual Throughput is less than the Minimum Throughput Commitment, then DKTS shall pay Logistics an amount (a “Shortfall Payment”) equal to the difference between (i) the Minimum Throughput Commitment multiplied by the Throughput Fee and (ii) the aggregate Throughput Fees for such Contract Quarter payable under Section 2(c)(i).

(ii)    The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the Minimum Throughput Commitment and the payment by DKTS of the Shortfall Payment shall relieve DKTS of any obligation to meet such Minimum Throughput Commitment for the relevant Contract Quarter. The Parties further acknowledge and agree that there shall not be any carry-over of volumes in excess of the Minimum Throughput Commitment to any subsequent Contract Quarter.

(f)    Operating and Capital Expenses.

(i)    Except as provided in the Omnibus Agreement and Section 2(f)(ii), during the Term and subject to the terms and conditions of this Agreement, including Section 2(l),Logistics will bear 100% of all operating and capital expenses incurred in its operation of the Terminal and the Tankage. For avoidance of doubt, such operating expenses shall include all tank inspections (including inspections in compliance with API Standard 653 for Aboveground Storage Tanks) conducted after the Effective Date on the tanks included within the Tankage, including any repairs or tests or consequential remediation that may be required to be made to such Tankage as a result of any discovery made during such inspections.

(ii)    At the end of the first four complete Contract Quarters following the Effective Date, Logistics shall calculate the aggregate operating expenses incurred in the operation of the Terminal and the Tankage during that twelve-month period (provided

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that such calculation shall not include extraordinary and non-recurring items of expense that are not reasonably expected to recur in future periods during the Term). In the event that such aggregate operating expenses exceed the Assumed OPEX, (A) DKTS shall make a onetime positive adjustment to the fees hereunder to Logistics in an amount equal to the excess, if any, of such operating expenses over the Assumed OPEX (without duplication of any other expenses reimbursement hereunder) and (B) the Parties shall increase the Throughput Fee and/or the Storage Fee by an amount necessary to increase the aggregate fees payable hereunder by an amount equal to the excess, if any, of such aggregate operating expenses over the Assumed OPEX for the remainder of the Term. In the event that such aggregate operating expenses are less than the Assumed OPEX, (A) Logistics shall make a one-time negative adjustment to the fees hereunder to DKTS in an amount equal to the excess, if any, the Assumed OPEX over such operating expenses and (B) the Parties shall decrease the Throughput Fee and/or the Storage Fee by an amount necessary to decrease the aggregate fees payable hereunder by an amount equal to the difference between the Assumed OPEX and such actual operating expenses for the remainder of the Term.

(g)    Custody Transfer and Title.

(i)    Pipeline. For Materials received into the Tankage by a pipeline, custody of the Materials shall pass to Logistics at the point in the applicable tank’s receiving line where such Materials enter the perimeter of the land leased or owned by Logistics surrounding that tank. For Materials delivered by the Tankage into a pipeline, custody of the Materials shall pass to DKTS at the point in the applicable tank’s delivery line where such Materials leave the perimeter of the land leased or owned by Logistics surrounding that tank. For Materials received into the Terminal by a pipeline, custody of the Materials shall pass to Logistics at the point in such pipeline where such Materials enter the perimeter of land leased or owned by Logistics surrounding the Terminal.

(ii)    Truck. For receipts and deliveries to or from trucks, custody shall pass at the flange where the hoses at Logistics’ facility interconnect with the truck.

(iii)    General. Title to all DKTS’s Materials received in Logistics’ facilities shall remain with DKTS at all times. Both Parties acknowledge that this Agreement represents a bailment of Materials by DKTS to Logistics and not a consignment of Materials, it being understood that Logistics has no authority hereunder to sell or seek purchasers for the Materials of DKTS, except as provided in Section 2(h)(iii) or in the Marketing Agreement. DKTS hereby warrants that it shall, at all times, have good title to and the right to deliver, throughput, store and receive Materials pursuant to the terms of this Agreement. Logistics shall be responsible for any loss or damage to the Materials that occurs while such Materials are in its custody and shall have no responsibility for any loss or damage to the Materials that occurs while such Materials are not in its custody.

(h)    Product Quality; Contamination.

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(i)    DKTS shall not deliver to the Terminal or the Tankage any Materials which: (A) would in any way be injurious to the Terminal or the Tankage; (B) may not be lawfully stored at such facilities; or (C) would render the Terminal or the Tankage unfit for the proper storage or handling of similar Materials. Any and all Products that leave the Terminal shall meet all relevant ASTM, EPA, federal and state specifications.

(ii)    Logistics shall use commercially reasonable efforts to avoid contamination of DKTS’s Materials in Logistics’ custody with any dissimilar Materials and shall be liable to DKTS for any change in the quality of such Materials throughput at the Terminal or stored in the Tankage, in each case caused by Logistics or its Affiliates or any third-party use of the Terminal or the Tankage, as applicable. If DKTS has delivered to the Terminal or the Tankage Materials that have been contaminated by the existence of and/or excess amounts of substances foreign to Materials which could cause harm to users of the contaminated Materials, the Terminal, the Tankage or Logistics, DKTS shall be responsible for removing DKTS’s contaminated Materials from the Terminal or the Tankage. Any liability. loss, damage or expense associated with the contamination of DKTS’s Materials, including in connection with any regulatory or judicial proceeding arising out of or relating to such contamination, arising out of or in connection with a breach of this Section 2(h) by Logistics and/or its Affiliates shall be the sole responsibility of Logistics; provided, however, that any liability or expense caused by DKTS or its Affiliates shall be borne by DKTS.

(i)    Measurement. All quantities of Materials received or delivered by or into truck or rail shall be measured and determined based upon the meter readings at the Tankage or the Terminal, as applicable, as reflected by delivery tickets or bills of lading, or if such meters are unavailable, by applicable calibration tables. All quantities of Materials received and delivered by pipeline shall be measured and determined based upon the meter readings of the pipeline operator, as reflected by delivery tickets, or if such meters are unavailable, by applicable calibration tables. Deliveries by book transfer shall be reflected by entries in the books of Logistics. All quantities shall be adjusted to net gallons at 60° F in accordance with ASTM D-1250 Petroleum Measurement Tables, or latest revisions thereof. A barrel shall consist of 42 U.S. gallons and a gallon shall contain 231 cubic inches. Meters and temperature probes shall be calibrated according to applicable API standards. At least quarterly, DKTS shall have the right, in accordance with rack location procedure, to verify, or cause to be verified, said calibration, with any third-party costs and expenses to be borne by DKTS. Storage tank gauging shall be performed by Logistics’ personnel daily. Logistics’ gauging shall be deemed accurate unless challenged by an independent certified gauger. DKTS may perform, or cause to be performed, joint gauging with Logistics’ personnel (or, at DKTS’s sole expense, with third-party personnel) at the time of delivery or receipt of Product, to verify the amount involved. If DKTS should request an independent gauger, such gauger must be reasonably acceptable to Logistics, and the costs of such independent gauger shall be at DKTS’s sole expense.

(j)    Taxes. DKTS will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Materials delivered by DKTS at the Tankage, including, but not limited to, any state gross receipts and compensating (use) taxes;

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provided, however, that DKTS shall not be liable hereunder for taxes (including ad valorem taxes) assessed against Logistics based on Logistics’ income or ownership of the Terminal and the Tankage. Should any Party be required to pay or collect any taxes, duties, charges and or assessments pursuant to any federal, state, county or municipal law or authority now in effect or hereafter to become effective which are payable by the other Party pursuant to this Section 2(j), the proper Party shall promptly reimburse the other Party therefor.

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

(l)    Capital Improvements. During the term of this Agreement, DKTS shall be entitled to designate Capital Improvements to be made to the Terminal and the Tankage. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by DKTS may be constructed:

(i)    For any Capital Improvement designated by DKTS, DKTS shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement to the Terminal and/or the Tankage, as the case may be.

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

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

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such agreement within 60 days of the Capital Expenditure Notice, DKTS shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(l)(v) below.

(iv)    Prior to beginning any construction on the Capital Improvement, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and DKTS shall have agreed on (A) an additional monthly payment amount to be paid by DKTS to Logistics (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed upon term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which DKTS is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide Logistics the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to Logistics reasonably anticipated to be received by Logistics from DKTS (or from a third party pursuant to a direct contractual commitment to Logistics) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and DKTS’s obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv), DKTS shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. DKTS shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(l) (iv) shall be treated as the separate property of Logistics.

(v)    If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal or the Tankage, taken as a whole, or result in any material additional unreimbursed costs to Logistics, then DKTS may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, DKTS shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by DKTS pursuant to this Section 2(l)(v) shall be treated as the separate property of DKTS. Logistics shall reasonably cooperate with DKTS in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all

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necessary connections to the Terminal and the Tankage, subject to DKTS’s reimbursing Logistics on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics in good faith. DKTS shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by DKTS of any Capital Improvement constructed by DKTS pursuant to this Section 2(l)(v).

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

(m)    Notification of Utilization. Upon request by Logistics, DKTS will provide to Logistics written notification of DKTS’s reasonable good faith estimate of its anticipated future utilization of the Terminal and the Tankage.

(n)    Scheduling and Accepting Deliveries.

(i)    Logistics will schedule movements and accept deliveries of Materials in a manner that permits DKTS to utilize each of the Terminal and the Tankage in substantially the same manner as it did prior to the Effective Date.

(ii)    All deliveries, receipts and withdrawals hereunder shall be made in accordance with the scheduling procedures and processes mutually agreed upon by the Parties. DKTS warrants that it shall only send to the Terminal and/or the Tankage those employees, agents and other representatives acting on behalf of and at DKTS’s direction who have been properly instructed as to the characteristics and safe hauling methods associated with the Materials to be loaded and hauled. DKTS agrees to be responsible to Logistics for the performance under this Agreement by its agents and/or representatives receiving Materials at the Terminal and the Tankage.

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

(iv)    For all purposes hereunder, any jobbers, distributors, carriers, haulers and other customers designated in writing or otherwise by DKTS to have loading privileges under this Agreement or having possession of any loading device furnished to DKTS pursuant to this Agreement, together with their respective officers, servants and employees, shall, when they access the Terminal and/or the Tankage, be deemed to be representatives of DKTS and subject to the applicable terms of this Agreement, and any

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such person shall enter into an appropriate access agreement with Logistics with respect to such access.

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

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

(q)    Marketing of Throughput and Storage Services to Third Parties. Subject to the limitation on the use of assets that are subject to the Call Option in the Omnibus Agreement, during the Term, Logistics may provide throughput services to third parties at the Terminal and storage services to third parties in the Tankage, provided that, (i) the provision of such throughput and storage services to third parties is not reasonably likely to negatively impact DKTS’s ability to use either the Terminal or the Tankage in accordance with the terms of this Agreement in any material respect, (ii) prior to any third party use of either of the Terminal or the Tankage or the entry into any agreement with respect thereto, Logistics shall have received prior written consent from DKTS with respect to such third party usage or the entry into such agreement, as applicable, not to be unreasonably withheld, conditioned or delayed and (iii) to the extent such third-party usage reduces the ability of Logistics to provide the Minimum Throughput Capacity or the applicable Minimum Storage Capacity, the Minimum Throughput Commitment or the Storage Fees, as applicable, shall be proportionately reduced to the extent of the difference between the Minimum Throughput Capacity or the applicable Minimum Storage Capacity and the amount that can be throughput at the Terminal or stored in the Tankage (prorated for the portion of the Contract Quarter during which the Minimum Throughput Capacity or the applicable Minimum Storage Capacity was unavailable). Notwithstanding the foregoing, but subject to the limitation on the use of assets that are subject to the Call Option in the Omnibus Agreement, to the extent DKTS is not using any portion of the Terminal or the Tankage (the “Open Assets”) during (x) a Force Majeure event set forth in Section 3 that is specific to DKTS and does not impact third parties generally or (y) the Notice Period set forth in Section 9, Logistics may provide throughput and/or storage services to third parties on the Open Assets pursuant to one or more third-party agreements without the consent of DKTS, and the Minimum Throughput Commitment and the applicable Storage Fee will be reduced to the extent of such third-party usage as set forth above; provided that such third-party agreements and related services shall terminate following the end of the Force Majeure Period or the restoration of Refinery operations, as applicable.

(r)    Removal of Tank for Service or Inspection. The Parties agree that if they mutually determine to remove a tank included in the Tankage from service or if a tank included in the Tankage is removed from service for inspection in compliance with API Standard 653 for Aboveground Storage Tanks, then Logistics will not be required to utilize, operate or maintain such tank or provide the services required under this Agreement with respect to such tank;

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provided, however, that any such removal will not reduce the Storage Fees except to the extent that Logistics is unable to provide to DKTS the applicable Minimum Storage Capacity.

(s)    Accounting Provisions and Documentation. Logistics shall furnish DKTS with the following reports covering services hereunder involving DKTS’s Materials:

(i)    Within 10 Business Days following the end of the month, a statement showing, by Product: (A) DKTS’s monthly aggregate deliveries into the Terminal and the Tankage; (B) DKTS’s monthly receipts from the Terminal and the Tankage; (C) calculation of all DKTS’s monthly terminalling services fees; (D) DKTS’s opening inventory for the preceding month; and (E) DKTS’s closing inventory for the preceding month.

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

(iii)    Upon delivery from the Terminal and the Tankage, a bill of lading to the carrier for each truck delivery. As reasonably requested by DKTS, bill of lading information shall be provided to DKTS’s accounting group. Upon each truck delivery from the Terminal and the Tankage, bill of lading information shall be sent electronically through a mutually agreeable system.

(iv)    Transfer documents for each in-tank transfer.

(v)    Logistics shall be required to maintain the capabilities to support truck load authorization technologies at the Terminal and the Tankage. However, costs incurred by Logistics for replacement of loading systems or software or other upgrades made at the request of DKTS shall be recoverable from DKTS either as a lump sum payment or through an increase in Throughput Fees.

Section 3.    Force Majeure.

(a)    In the event that either Party is rendered unable, wholly or in part, by a Force Majeure event to perform its obligations under this Agreement, then upon the delivery by such Party (the “Force Majeure Party”) of written notice (a “Force Majeure Notice”) and full particulars of the Force Majeure event as promptly as practicable after the occurrence of the Force Majeure event relied on, the obligations of the Parties, to the extent they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused; provided that: (i) prior to the third anniversary of the Original Effective Date, DKTS shall be required to continue to make payments (1) for the Throughput Fees for volumes actually throughput under this Agreement, (2) for the Storage Fees, and (3) for any Shortfall Payments unless, in the case of (2) and (3), the Force Majeure event adversely affects Logistics’ ability to perform the services it is required to perform under this Agreement, in which case, as applicable, the Storage Fees shall only be paid (x) if the effect of such Force Majeure event on Logistics does not result in the inability of the Refinery to operate and (y) to the extent DKTS utilizes the applicable Tankage for the storage of its Materials during the applicable month, and instead of Shortfall Payments,

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Throughput Fees shall only be paid as provided under (i)(1) above; and (ii) from and after the third anniversary of the Original Effective Date, DKTS shall be required to continue to make payments (1) for the Throughput Fees for volumes actually delivered under this Agreement and (2) for the Storage Fee to the extent DKTS utilizes the applicable Tankage for the storage of its Materials during the applicable month. The Force Majeure Party shall identify in such Force Majeure Notice the approximate length of time that it believes in good faith such Force Majeure event shall continue (the “Force Majeure Period”). DKTS shall be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that neither Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. Prior to the third anniversary of the Original Effective Date, any suspension of the obligations of the Parties under this Section 3(a) as a result of a Force Majeure event that adversely affects Logistics’ ability to perform the services it is required to perform under this Agreement shall extend the Term for the same period of time as such Force Majeure event continues (up to a maximum of one year) unless this Agreement is terminated under Section 3(b).

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

Section 4.    Effectiveness and Term.

(a)    This Agreement shall have an initial term commencing on the Effective Date and extending through and including June 30, 2031 (the “Initial Term”). Thereafter, DKTS shall have a unilateral option to extend this Agreement for an additional period extending through and including June 30, 2036, on the same terms and conditions set forth herein (the “Renewal Term”). The Initial Term and any Renewal Term are sometimes referred to collectively herein as the “Term.”In order to exercise its option to extend this Agreement for the Renewal Term, DKTS shall notify Logistics in writing not less than twelve (12) months prior to the expiration of the Initial Term or the Renewal Term, as applicable.

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(b)    This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time upon written notice by either Party in the event the other Party commits a material breach of or materially defaults under the terms of this Agreement, and such breach or default is not cured (or a plan to cure such breach or default reasonably satisfactory to the non-breaching or non-defaulting Party has been adopted and is being diligently pursued by the breaching or defaulting Party) within 15 calendar days after receipt by the breaching Party of written notice from the non-breaching Party of such breach or default.

(c)    Upon expiration or termination of this Agreement, Logistics shall be responsible for removing any remaining Materials of DKTS from the Tankage and the Terminal. Logistics shall have the right to sell such Materials at market rates and return any proceeds to DKTS, less delivery costs in effect at the time of such sale.

(d)    DKTS shall, upon expiration or termination of this Agreement, promptly remove any and all of its owned equipment, if any, and restore the Tankage and the Terminal to their condition prior to the installation of such equipment.

Section 5.    Right to Enter into a New Agreement.

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

Section 6.    Notices.

All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (a) if by transmission by facsimile or hand delivery, when delivered; (b) if mailed via the official governmental mail system, five (5) Business Days after mailing, provided that said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; (c) if mailed by an internationally recognized overnight express mail service such as FedEx, UPS, or DHL Worldwide, one (1) Business Day after deposit therewith is prepaid; or (d) if by e-mail, one Business day after delivery with receipt is confirmed. All notices will be addressed to the Parties at the respective addresses as follows:

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if to DKTS:

DK Trading & Supply, LLC

c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

DK Trading & Supply, LLC
c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: President

if to Logistics:

Delek Marketing & Supply, LP
c/o Delek Marketing GP, LLC.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

Delek Marketing & Supply, LP
c/o Delek Marketing GP, LLC.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: Senior Vice President

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

Section 7.    Deficiency Payments.

(a)    As soon as practicable following the end of each calendar month under this Agreement, Logistics shall deliver to DKTS a written notice (the “Deficiency Notice”) detailing any failure of DKTS to meet its obligations under Section 2(a), Section 2(c)(i), Section 2(c)(iii), Section 2(d)(i), Section 2(d)(iii), Section 2(e), Section 2(f), Section 2(h), Section 2(j), Section 2(k), Section 2(l) or Section 8(c) of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that Logistics believes would have been paid by DKTS to Logistics if DKTS had complied with its obligations under Section 2(a), Section 2(c)(i), Section 2(c)(iii), Section 2(d)(i), Section 2(d)(iii),

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Section 2(e), Section 2(f), Section 2(h), Section 2(j), Section 2(k), Section 2(l) and Section 8(c) of this Agreement (the “Deficiency Payment”). DKTS shall pay the Deficiency Payment to Logistics 10 days after its receipt of the Deficiency Notice.

(b)    If DKTS disagrees with the Deficiency Notice, then, promptly following the payment of any undisputed portion of the Deficiency Payment to Logistics, a senior officer of DKTS and a senior officer of Logistics shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within 30 days following the payment of any Deficiency Payment, DKTS and Logistics shall, within 45 days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13. During the 60-day period following the receipt of the Deficiency Notice, DKTS shall have the right, in accordance with Section 13(k), to inspect and audit the working papers of Logistics relating to such Deficiency Payment.

(c)    If it is determined by arbitration in accordance with Section 13 that DKTS was required to make any or all of the disputed portion of the Deficiency Payment, DKTS shall promptly pay to Logistics such amount, together with interest thereon from the date provided in the last sentence of Section 7(a) at the Prime Rate, in immediately available funds.

Section 8.    Capabilities of Assets.

(a)    Interruption of Service. Logistics shall use reasonable commercial efforts to minimize the interruption of service at the Terminal or the Tankage and shall use its commercially reasonable efforts to minimize the impact of any such interruption on DKTS. Logistics shall inform DKTS at least 60 days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of service of the Terminal or the Tankage, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions Logistics is taking to resume full operations, provided that Logistics shall not have any liability for any failure to notify, or delay in notifying, DKTS of any such matters except to the extent DKTS has been materially damaged by such failure or delay.

(b)    Maintenance and Repair Standards. Subject to interruptions for Force Majeure events pursuant to Section 3 and for routine repair and maintenance consistent with industry standards, Logistics shall maintain (i) the Terminal with sufficient aggregate capacity to throughput a volume of Materials at least equal to the Minimum Throughput Capacity and (ii) the Tankage with a capacity sufficient to store a volume of Materials at least equal to the applicable Minimum Storage Capacity. Logistics’ obligations may be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure event or interruptions for routine repair and maintenance consistent with industry standards that prevent Logistics from providing the Minimum Throughput Capacity or storing the applicable Minimum Storage Capacity. To the extent DKTS is prevented for 30 or more days in any Contract Year from throughputting volumes equal to the full Minimum Throughput Capacity or storing volumes

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equal to the applicable Minimum Storage Capacity for reasons of Force Majeure or other interruption of service affecting the facilities or assets of Logistics (including any reduction in available storage capacity pursuant to Section 2(r)), then (i) DKTS’s Minimum Throughput Commitment shall be proportionately reduced to the extent of the difference between the Minimum Throughput Capacity and the amount that Logistics can effectively throughput at the Terminal (prorated for the portion of the Contract Quarter during which the Minimum Throughput Capacity was unavailable), regardless of whether actual throughput prior to the reduction was below the Minimum Throughput Commitment, and/or (ii) the Group A Storage Fee shall be reduced by the amount of $0.618 and/or the Group B Storage Fee shall be reduced by the amount of $0.50 (which amounts shall be adjusted in accordance with the adjustments to the Storage Fees provided for in Sections 2(d), (k) and (l) above, if applicable, and prorated for the portion of the applicable month during which such storage was unavailable) for each barrel less than the applicable Minimum Storage Capacity that Logistics is unable to store at the Tankage regardless of whether DKTS actually used such storage capacity. At such time as Logistics is capable of throughputting volumes equal to the full Minimum Throughput Commitment or storing volumes equal to the applicable Minimum Storage Capacity, as applicable, DKTS’s obligation to throughput the full Minimum Throughput Commitment and to pay the full Storage Fees shall be restored. If for any reason, including, without limitation, a Force Majeure event, the throughput of the Terminal or storage capacity of the Tankage should fall below the Minimum Throughput Capacity or the Minimum Storage Capacity, respectively, then with due diligence and dispatch, Logistics shall make repairs to the Terminal and/or the Tankage to restore the capacity of the Terminal to that required for throughput of the Minimum Throughput Commitment and/or Tankage to that required for storing of the applicable Minimum Storage Capacity (“Restoration”). Except as provided below in Section 8(c), all of such Restoration shall be at Logistics’ cost and expense, unless the damage creating the need for such repairs was caused by the negligence or willful misconduct of DKTS, its employees, agents or customers.

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

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Tankage have the capability of doing so, during the period before Restoration is completed. In the event that DKTS’s economic considerations justify incurring additional costs to complete the Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, DKTS may require Logistics to expedite the Restoration to the extent reasonably possible, subject to DKTS’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan wherein DKTS agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement pursuant to Section 3(b) above so long as such Restoration is completed with due diligence and dispatch, and DKTS shall pay its portion of the Restoration Cost to Logistics in advance based on a good faith estimate based on reasonable engineering standards. Upon completion, DKTS shall pay the difference between the actual portion of Restoration costs to be paid by DKTS pursuant to this Section 8(c) and the estimated amount paid under the preceding sentence within 30 days after receipt of Logistics’ invoice therefor, or, if appropriate, Logistics shall pay DKTS the excess of the estimate paid by DKTS over Logistics’ actual costs as previously described within 30 days after completion of the Restoration.

(d)    For the avoidance of doubt, the parties acknowledge that the Tankage and the Terminal are subject to certain restrictions in the Omnibus Agreement.

Section 9.    Suspension of Refinery Operations

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

(b)    From and after the second anniversary of the Original Effective Date, in the event that Refining decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least 12 consecutive months, DKTS may provide written notice to Logistics of DKTS’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Original Effective Date) after DKTS has notified Logistics of such suspension and, upon the expiration of the period of 12 months (which may run concurrently with the 12-month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If DKTS notifies Logistics, more than two months prior to the expiration of the Notice Period, of Refining’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 3(a) and Section 9(c), during the Notice Period, DKTS shall remain liable for Deficiency Payments. During the Notice Period, Logistics may terminate this Agreement upon

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60 days prior written notice to DKTS in order to enter into an agreement to provide any third party the services provided to DKTS under this Agreement; provided, however, that Logistics shall not have the right to terminate this Agreement for so long as DKTS continues to make Deficiency Payments.

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

(d)    In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, Logistics shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Section 10.    Regulatory Matters

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

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

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

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Section 11.    Indemnification

(a)    Except as provided in Section 3.1 of the Omnibus Agreement, Logistics shall defend, indemnify and hold harmless DKTS, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “DKTS Indemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by Logistics of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Logistics made herein or in connection herewith proving to be false or misleading, (ii) any failure by Logistics, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by Logistics, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Materials hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the DKTS Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, Logistics’ liability to the DKTS Indemnitees pursuant to this Section 11(a) shall be net of any insurance proceeds actually received by the DKTS Indemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. DKTS agrees that it shall, and shall cause the other DKTS Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the DKTS Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify Logistics of all potential claims against any third Person for any such insurance proceeds, and (iii) keep Logistics fully informed of the efforts of the DKTS Indemnitees in pursuing collection of such insurance proceeds.

(b)    Except as provided in Section 3.1 of the Omnibus Agreement, DKTS shall defend, indemnify and hold harmless Logistics, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Logistics Indemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by DKTS of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of DKTS made herein or in connection herewith proving to be false or misleading, (ii) any failure by DKTS, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by DKTS, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Materials hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the Logistics Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, DKTS’s liability to the Logistics Indemnitees pursuant to this Section 11(b) shall be net of any insurance proceeds actually received by the Logistics

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Indemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. Logistics agrees that it shall, and shall cause the other Logistics Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Logistics Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify DKTS of all potential claims against any third Person for any such insurance proceeds, and (iii) keep DKTS fully informed of the efforts of the Logistics Indemnitees in pursuing collection of such insurance proceeds.

(c)    THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES (EXCLUDING, IN THE CASE OF SECTION 11(a)(iii) AND SECTION 11(b)(iii), GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

(d)    The Transaction Agreements contain additional indemnity provisions. The indemnities contained in this Section 11 are in addition to and not in lieu of the indemnity provisions contained in the Transaction Agreements. Any indemnification obligation of DKTS to the Logistics Indemnitees on the one hand, or Logistics to the DKTS Indemnitees on the other hand, pursuant to this Section 11 shall be reduced by an amount equal to any indemnification recovery by such Indemnitees pursuant to the other Transaction Agreements to the extent that such other indemnification recovery arises out of the same event or circumstance giving rise to the indemnification obligation of DKTS or Logistics, respectively, hereunder.

Section 12.    Limitation on Liability

Notwithstanding anything to the contrary contained herein, neither Party shall be liable or responsible to the other Party or such other Party’s affiliated Persons for any consequential, punitive, special, incidental or exemplary damages, or for loss of profits or revenues (collectively referred to as “Special Damages”) incurred by such Party or its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect Special Damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement; provided further that to the extent a Party hereunder receives insurance proceeds with respect to Special Damages that would be waived under this Section 18, such Party shall be liable for such Special Damages up to the amount of such insurance proceeds (net of any deductible and premiums paid with respect thereto).

Section 13.    Miscellaneous.

(a)    Modification; Waiver. This Agreement may be terminated, amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement may be waived in writing at any time by the Party entitled to the benefits thereof. No

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waiver of any of the terms and conditions of this Agreement, or any breach thereof, will be effective unless in writing signed by a duly authorized individual on behalf of the Party against which the waiver is sought to be enforced. No waiver of any term or condition or of any breach of this Agreement will be deemed or will constitute a waiver of any other term or condition or of any later breach (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided.

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

(c)    Successors and Assigns.

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

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

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

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

(v)    The Parties’ obligations hereunder shall not terminate in connection with a Partnership Change of Control; provided, however, that in the case of a Partnership

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Change of Control, DKTS shall have the option to extend the Term of this Agreement as provided in Section 4, without regard to the notice periods provided in the fourth sentence of Section 4 (a). Logistics shall provide DKTS with notice of any Partnership Change of Control at least 60 days prior to the effective date thereof.

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

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

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

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

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

(i)    Arbitration Provision. Any and all Disputes, other than actions seeking solely injunctive relief to prevent immediate harm, shall be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 13(i) and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 13(i) will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“Claimant”) serving written notice on the other Party (“Respondent”) that the Claimant elects to refer the Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt

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of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of DKTS, Logistics or any of their Affiliates and (ii) have not less than seven years of experience in the energy industry. The hearing will be conducted in Houston, Texas and commence within 30 days after the selection of the third arbitrator. DKTS, Logistics and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages.

(j)    Confidentiality.

(i)    Obligations. Each Party shall use commercially reasonable efforts to retain the other Party’s Confidential Information in confidence and not disclose the same to any third party nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 13(j). Each Party further agrees to take the same care with the other Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care.

(ii)    Required Disclosure. Notwithstanding Section 13(j)(i) above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or is required to disclose pursuant to the rules and regulations of any national securities exchange upon which the receiving Party or its parent entity is listed, any of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party’s Confidential Information that it is required to disclose and shall cooperate with the disclosing Party in allowing the disclosing Party to obtain such protective order or other relief.

(iii)    Return of Information. Upon written request by the disclosing Party, all of the disclosing Party’s Confidential Information in whatever form shall be returned to the disclosing Party upon termination of this Agreement or destroyed with destruction certified by the receiving Party, without the receiving Party retaining copies thereof

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except that one copy of all such Confidential Information may be retained by a Party’s legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer backup archiving systems during the period such backup or archived materials are retained under such Party’s customary procedures and policies; provided, however, that any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 13(j), and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

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

(v)    Survival. The obligation of confidentiality under this Section 13(j) shall survive the termination of this Agreement for a period of two years.

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

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

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

DELEK MARKETING & SUPPLY, LP

By:    DELEK MARKETING GP, LLC,

    its general partner

By:    /s/ Reuven Spiegel    

Name:    Reuven Spiegel    

Title:    Executive Vice President, Chief Financial Officer, and Treasurer    

DK TRADING & SUPPLY, LLC

By:    /s/ Joseph Israel     

Name:    Joseph Israel

Title:    Executive Vice President, DK & DKL Operations

EX-10.3

Exhibit 10.3

AMENDED AND RESTATED THROUGHPUT AND TANKAGE AGREEMENT
(El Dorado Terminal and Tankage)

This Amended and Restated Throughput and Tankage Agreement (this “Agreement”) is dated as of August 5, 2024, by and among DK Trading & Supply, LLC (“DKTS”), a Delaware limited liability company, and Delek Logistics Operating, LLC, a Delaware liability company (“Logistics”) and, for the limited purposes specified in Section 22, the Intermediary. Each of DKTS and Logistics are individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, Lion Oil Company, LLC an Arkansas limited liability company (formerly Lion Oil Company, an Arkansas corporation, hereinafter “Lion Oil”), Logistics, and an intermediary entered into that certain Throughput and Tankage Agreement (the “Original Agreement”) dated February 10, 2014 (the “Original Effective Date”);

WHEREAS, Lion Oil and Logistics executed that certain Letter Agreement Regarding Capital Project regarding El Dorado Terminal dated May 18, 2016 confirming the agreement of Lion Oil and Logistics with respect to a certain capital project;

WHEREAS, the Original Agreement was amended pursuant to that certain First Amendment to Throughput and Tankage Agreement dated December 14, 2018, by and between Lion Oil and Logistics and that certain Amendment to Throughput and Tankage Agreement dated July 22, 2016, by and between Lion Oil and Logistics;

WHEREAS, the Lion Oil assigned all its right, title and interest in the Original Agreement to DKTS pursuant to that certain Omnibus Assignment and Assumption Agreement dated September 12, 2022 by and between Lion Oil and DKTS;

WHEREAS, the Original Agreement was amended to release the former intermediary from any all further liabilities under the Original Agreement and replace the former intermediary with the Intermediary pursuant to that certain Amendment to Throughput and Tankage Agreement dated December 30, 2022, by and among the Parties, the former intermediary, and the Intermediary; and

WHEREAS, the Parties and the Intermediary desire to amend and restate the Original Agreement as set forth herein.

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

Section 1.    Definitions and Construction.

(a)    Definitions. For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below.

“2025Storage Fees”has the meaning set forth in Section 2(d)(i).

“2025 Throughput Fee” has the meaning set forth in Section 2(c)(i).

“Actual Month End Product Volume” has the meaning specified in Section 10(i)(i).

“Actual Throughput” means the aggregate volume of Materials that DKTS throughputs at the Terminal.

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

“Amendment Effective Date” has the meaning assigned to the term “Commencement Date” in the Inventory Intermediate Agreement.

“Ancillary Services” means the following services to be provided by Logistics to DKTS: truck receipts (feedstocks, blendstocks and unfinished products), truck rack blending, tank sampling, tank-to-tank transfers, ethanol storage, ethanol blending, generic gasoline additization, lubricity/ conductivity additization, product receipt, proprietary additive additization, red dye additization, transmix, coke, slurry and butane loading/unloading (truck) and seasonal flow improver additization or other similar services.

“Ancillary Services Fees” means, for any month during the Term of this Agreement, the fees set forth on Exhibit B to be paid by DKTS pursuant to Section 2(c)(ii) during that month for Ancillary Services provided by Logistics.

“API” means the American Petroleum Institute.

“Applicable Law” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision of condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by any Governmental Authority having or

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asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including, without limitation, all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question, including Environmental Law.

“ASTM” means American Society for Testing and Materials.

“Bankrupt” means a Person that (i) is dissolved, other than pursuant to a consolidation, amalgamation or merger, (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors, (iv) institutes a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor’s rights, or a petition is presented for its winding-up or liquidation, (v) has a resolution passed for its winding-up, official management or liquidation, other than pursuant to a consolidation, amalgamation or merger, (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all of its assets, (vii) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets, (viii) files an answer or other pleading admitting or failing to contest the allegations of a petition filed against it in any proceeding of the foregoing nature, (ix) causes or is subject to any event with respect to it which, under Applicable Law, has an analogous effect to any of the foregoing events, (x) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy under any bankruptcy or insolvency law or other similar law affecting creditors’ rights and such proceeding is not dismissed within 15 consecutive calendar days or (xi) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing events.

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

“bpd” means barrels per day.

“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.

“Call Option” has the meaning given to such term in the Omnibus Agreement.

“Capacity Resolution” has the meaning set forth in Section 10(c).

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

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

“Capital Improvement” means (a) any modification, improvement, expansion or increase in the capacity of the Terminal or the Tankage or any portion thereof, or (b) any connection, or new point of receipt or delivery for Materials.

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“Claimant” shall have the meaning assigned to such term in Section 21(m).

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

“Contract Quarter” means a three-month period that commences on January 1, April 1, July 1 or October 1, and ends on March 31, June 30, September 30 or December 31 of each calendar year, respectively, except that the final Contract Quarter shall end on the last day of the Term.

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

“Control” (including with correlative meaning, the term “controlled by”) means, as used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“CPT” means the prevailing local time in the Central time zone.

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

“Defaulting Party” has the meaning specified in Section 18(b).

“Deficiency Notice” has the meaning set forth in Section 9(a).

“Deficiency Payment” has the meaning set forth in Section 9(a).

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

“Designation Period” has the meaning specified in Section 22(a).

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

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

“DKTS Indemnitees” has the meaning set forth in Section 19(a).

“Effective Date” means July 1, 2024.

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

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

“EPA” means the United States Environmental Protection Agency.

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

“Event of Default” has the meaning specified in Section 18(a).

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

“Expiration Date” means the “Expiration Date” as defined in Inventory Intermediation Agreement, or, if later, the date on which all obligations thereunder are finally settled.

“First Offer Period” has the meaning set forth in Section 7.

“Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of a public enemy, wars, terrorism, cyberattacks, blockades, insurrections, riots, storms, floods, washouts, arrests, the order of any court or Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, fires, leaks, releases, breakage, accident to machinery, storage tanks or lines of pipe, inability to obtain or unavoidable delay in obtaining material or equipment, inability to obtain Materials because of a failure of third-party pipelines, and any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension, delay or interruption and which through the exercise of commercially reasonable efforts such Party is unable to prevent or

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overcome; provided, however, that a Party’s inability to perform its economic obligations hereunder shall not constitute an event of Force Majeure.

“Force Majeure Notice” has the meaning set forth in Section 5(a).

“Force Majeure Party” has the meaning set forth in Section 5(a).

“Force Majeure Period” has the meaning set forth in Section 5(a).

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

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

“Group A Minimum Storage Capacity” means an aggregate usable storage capacity of 1,140,000 barrels for storage of Materials other than Group B Materials and Group C Materials.

“Group A Storage Fee” has the meaning set forth in Section 2(d)(i).

“Group A Tankage” means the tankage adjacent to the Refinery listed on Exhibit A that is used for storage of Materials other than Group B Materials and Group C Materials; Exhibit A shall be updated by the Parties from time to time upon the request of DKTS to reflect changes in the Group A Tankage as a result of new construction, demolition or replacement of tankage.

“Group B Materials” means the Materials listed in Exhibit C.

“Group B Minimum Storage Capacity” means an aggregate usable storage capacity of 122,000 barrels for storage of Group B Materials.

“Group B Storage Fee” has the meaning set forth in Section 2(d)(i).

“Group B Tankage” means the tankage adjacent to the Refinery listed on Exhibit A that is used for storage of Group B Materials; Exhibit A shall be updated by the Parties from time to time upon the request of DKTS to reflect changes in the Group B Tankage as a result of new construction, demolition or replacement of tankage.

“Group C Materials” means the Materials listed on Exhibit D.

“Group C Minimum Storage Capacity” means an aggregate usable storage capacity of 550,000 barrels for storage of Group C Materials.

“Group C Storage Fee” has the meaning set forth in Section 2(d)(i).

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“Group C Tankage” means the tankage adjacent to the Refinery listed on Exhibit A that is used for storage of Group C Materials; Exhibit A shall be updated by the Parties from time to time upon the request of DKTS to reflect changes in the Group C Tankage as a result of new construction, demolition or replacement of tankage.

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

“InitialStorage Fees”has the meaning set forth in Section 2(d)(i).

“Initial Term” has the meaning set forth in Section 6(a).

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

“Intermediary” means Citigroup Energy Inc. or any successor thereto as a result of the replacement of the Inventory Intermediation Agreement.

“Intermediary Materials” has the meaning set forth in Section 22(a).

“Intermediates” means any hydrocarbons that are unfinished products or that require further processing to be sold as, or blended into, finished products.

“Inventory Intermediation Agreement” means the Inventory Intermediation Agreement by and between DK Trading & Supply, LLC and Citigroup Energy Inc., dated as of December 30, 2022, as from time to time amended, modified and/or restated, and any replacement thereof.

“Liabilities” means any Losses, including any Losses directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any Losses arising from compliance or non-compliance with Applicable Law.

“Lion Oil” has the meaning specified in the recitals to this Agreement.

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

“Logistics Indemnitees” has the meaning set forth in Section 19(b).

“Losses” means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements).

“Materials” means any Crude Oil, Intermediates, Products and other hydrocarbons, Group B Materials and/or Group C Materials stored under this Agreement.

“Minimum Storage Capacity” means the Group A Minimum Storage Capacity, the Group B Minimum Storage Capacity and the Group C Minimum Storage Capacity.

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

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“Minimum Throughput Capacity” means an aggregate amount of throughput capacity at the Terminal equal to 26,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“Minimum Throughput Commitment” means an aggregate amount of Materials equal to 11,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“Non-Defaulting Party” means the Party other than the Defaulting Party.

“Notice Period” has the meaning set forth in Section 16(b).

“NSV” means, with respect to any measurement of volume, the total liquid volume, excluding basic sediment and water and free water, corrected for the observed temperature to 60º F.

“Omnibus Agreement” means that certain Fourth Amended and Restated Omnibus Agreement dated as of August 5, 2024, among Delek US, on behalf of itself and the other Delek Entities (as defined therein), Delek Refining, Ltd., Lion Oil, the Partnership, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, Logistics and the General Partner, as the same may be amended from time to time.

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

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

“Open Assets” has the meaning set forth in Section 2(j).

“OPIS” has the meaning set forth in Section 3(c).

“Original Agreement” has the meaning specified in the recitals to this Agreement.

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

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

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

“Permitted Lien(s)” means (a)(i) liens on real estate for real estate taxes, assessments, sewer and water charges and/or other governmental charges and levies not yet delinquent and (ii) liens for taxes, assessments, judgments, governmental charges or levies, or claims not yet delinquent or the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside; (b) liens of mechanics, laborers, suppliers, workers and materialmen incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith; provided, however, that if a reserve or

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appropriate provision shall be required by GAAP, then such reserve or provision shall have been made therefor; (c) liens incurred in the ordinary course of business in connection with worker’s compensation and unemployment insurance or other types of social security benefits; (d) liens securing rental, storage, throughput, handling or other fees or charges owing from time to time to common carriers, solely to the extent of such fees or charges; and (e) liens created pursuant to this Agreement.

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

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

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

“Product” means any refined petroleum products stored and handled under this Agreement in support of DKTS’s operations at the Refinery.

“Purchase Agreement” means the Asset Purchase Agreement (El Dorado Terminal and Tankage) dated as of February 10, 2014 between Lion Oil, as seller, and Logistics, as buyer.

“Receiving Party Personnel” has the meaning set forth in Section 21(n)(iv).

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

“Renewal Term” has the meaning set forth in Section 6(a).

“Required Permits” has the meaning specified in Section 10(f).

“Respondent” shall have the meaning assigned to such term in Section 21(m).

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

“Right of First Refusal” has the meaning set forth in Section 7.

“Services” has the meaning specified in Section 11(a).

“Shortfall Payment” has the meaning set forth in Section 2(e)(i).

“Special Damages” has the meaning set forth in Section 20.

“Storage Fees” means the Group A Storage Fee, the Group B Storage Fee and the Group C Storage Fee.

“Supplier’s Inspector” means any Person selected by DKTS (or its assignee) to perform any and all inspections required by DKTS in a commercially reasonable manner at DKTS’ own

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cost and expense that is acting as an agent for DKTS (or its assignee) and that (1) is a Person who performs sampling, quality analysis and quantity determination of the Materials purchased and sold under the Inventory Intermediation Agreement and is licensed to do so, (2) is not an Affiliate of any Party and (3) in the commercially reasonable judgment of DKTS (or its assignee), is qualified and reputed to perform its services in accordance with Applicable Law and industry practice.

“Suspension Notice” has the meaning set forth in Section 16(b).

“Tankage” means the Group A Tankage, the Group B Tankage and the Group C Tankage.

“Term” has the meaning set forth in Section 6(a).

“Terminal” means the light products loading rack located adjacent to the Refinery, including the loading, office and shop facilities owned, operated, leased or used pursuant to a contractual right of use by Logistics or its Affiliates, which includes the additive tanks located at the terminal that store Materials and the piping, truck facilities and other facilities related thereto, together with existing and future modifications, improvements or additions.

“Termination Notice” has the meaning set forth in Section 5(b).

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

“Transaction Agreements” means, collectively, this Agreement, the Purchase Agreement, the Omnibus Agreement, the Lease and Access Agreement (El Dorado Terminal and Tankage) dated as of February 10, 2014 between Lion Oil and Logistics and the Site Services Agreement (El Dorado Terminal and Tankage Agreement) dated as of February 10, 2014 between Lion Oil and Logistics.

“Volume Determination Procedures” mean DKTS’ ordinary month-end procedures for determining the NSV of Materials held in the Tankage, which for each Contract Quarter-end shall be based on manual gauge readings of the Tankage as at the end of such Contract Quarter.

(b)    Construction of Agreement.

(i)    Unless otherwise specified, all references herein are to the Articles, Sections and Exhibits of this Agreement and all Schedules and Exhibits are incorporated herein.

(ii)    All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement.

(iii)    Unless expressly provided otherwise, the word “including” as used herein does not limit the preceding words or terms and shall be read to be followed by the words “without limitation” or words having similar import.

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(iv)    Unless expressly provided otherwise, all references to days, weeks, months and quarters mean calendar days, weeks, months and quarters, respectively.

(v)    Unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned.

(vi)    A reference to any Party to this Agreement or another agreement or document includes the Party’s permitted successors and assigns.

(vii)    Unless the contrary clearly appears from the context, for purposes of this Agreement, the singular number includes the plural number and vice versa; and each gender includes the other gender.

(viii) Except where specifically stated otherwise, any reference to any Applicable Law or agreement shall be a reference to the same as amended, supplemented or reenacted from time to time.

(ix)    The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(c)    The Parties acknowledge that they and their counsel have reviewed and revised this Agreement and that no presumption of contract interpretation or construction shall apply to the advantage or disadvantage of the drafter of this Agreement.

Section 2.    Agreement to Use Services Relating to Terminal and Tankage.

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

(a)    Obligations of Logistics. During the Term and subject to the terms and conditions of this Agreement, Logistics agrees to: (i) own or lease and operate and maintain in accordance with Section 10(b) all assets necessary to handle the Materials from DKTS; (ii) provide the services required under this Agreement; and (iii) perform all operations relating to the Terminal and the Tankage that it is required to perform under the Transaction Agreements.

(b)    Minimum Throughput Commitment at the Terminal. During each Contract Quarter during the Term and subject to the terms and conditions of this Agreement, DKTS agrees that, commencing on the Effective Date, DKTS shall throughput at least the Minimum Throughput Commitment at the Terminal, and Logistics shall make available to DKTS dedicated capacity at the Terminal, at all times sufficient to allow DKTS to throughput the Minimum Throughput Capacity at the Terminal. Allocation of capacity for Materials of different types at the Terminal shall be in accordance with practices as of the Effective Date, or as otherwise may be agreed between the Parties from time to time.

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(c)    Throughput Fee at the Terminal.

(i)    The throughput fee initially applicable to throughput at the Terminal shall be $0.742 per barrel effective as of the Effective Date (the “InitialThroughput Fee”) and $0.270 per barrel effective as of February 1, 2025 (the “2025 Throughput Fee,” and together with the Initial Throughput Fee, the “Throughput Fee”). Subject to Sections 2(e) and Section 2(h), DKTS shall pay Logistics an amount equal to the Throughput Fee multiplied by the Actual Throughput at the Terminal.

(ii)    Logistics shall provide the Ancillary Services to DKTS at the Terminal. DKTS shall pay the per-barrel Ancillary Services Fees listed on Exhibit B for such services. All fuel additives, dyes, de-icers and other additions requested to be added to the Materials will be provided by DKTS at no cost to Logistics.

(iii)    The Throughput Fee shall be adjusted on July 1 of each Contract Year, commencing on July 1, 2025, by an amount equal to the increase or decrease, if any, in the Inflation Index; provided, however, that the Throughput Fee shall not be decreased below the applicable Throughput Fee provided in this Section 2(c). If the PPI is no longer published, Logistics and DKTS shall negotiate in good faith to agree on a new index that gives comparable protection against inflation and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the Throughput Fee. If DKTS and Logistics are unable to agree, a new index will be determined by arbitration in accordance with Section 21(m) and the same method of adjustment for increases in the new index shall be used to calculate increases in the Throughput Fee.

(iv)    During the Term of this Agreement, if new laws or regulations are enacted that require Logistics to make substantial and unanticipated capital expenditures with respect to the Terminal, the Parties will renegotiate the Throughput Fee in good faith in order to compensate Logistics on account of such incremental capital costs. The Parties shall use their commercially reasonable efforts to mitigate the impact of, and comply with, such new laws or regulations. If DKTS and Logistics are unable to agree upon a renegotiated Throughput Fee, the renegotiated Throughput Fee will be determined by arbitration in accordance with Section 21(m).

(d)    Storage Fees for the Tankage.

(i)    DKTS shall pay Logistics a fee of $2,003,196.000 per month effective as of the Effective Date (the “InitialStorage Fees”) and $988,394.000 per month effective as of February 1, 2025 (the “2025 Storage Fees,” and together with the Initial Storage Fee, the “Storage Fees”), consisting of (A) $570,666 per month (the “Group A Storage Fee”) for dedicated storage capacity in the Group A Tankage, (B) $14,457 per month (the “Group B Storage Fee”) for dedicated storage capacity in the Group B Tankage, and (c) $403,270 per month (the “Group C Storage Fee”) for dedicated storage capacity in the Group C Tankage.

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(ii)    Notwithstanding the foregoing, in the event that the Effective Date is any date other than the first day of a calendar month, then the Storage Fees for the initial contract month shall be prorated based upon the number of days remaining in such month.

(iii)    The Materials storage capacity provided to DKTS in the Tankage may be temporarily reduced by Logistics (without any adjustment to the Storage Fees) as a result of repairs and/or maintenance on storage tanks that reduce the storage capacity available in Tankage, so long as the reduced storage capacity will not result in the inability of Logistics to provide the Group A Minimum Storage Capacity, the Group B Minimum Storage Capacity or the Group C Minimum Storage Capacity.

(iv)    The amount of the Storage Fees shall be adjusted on July 1 of each Contract Year commencing on July 1, 2025, by an amount equal to the increase or decrease, if any, in the Inflation Index, provided, however, that the Storage Fees shall not be decreased below the applicable Storage Fees provided in this Section 2(d). If the PPI is no longer published, DKTS and Logistics shall negotiate in good faith to agree upon a new index that gives comparable protection against inflation and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the Storage Fees. If DKTS and Logistics are unable to agree upon a new index, the new index will be determined by arbitration in accordance with Section 21(m).

(v)    During the Term of this Agreement, if new laws or regulations are enacted that require Logistics to make substantial and unanticipated capital expenditures with respect to the Tankage, the Parties will renegotiate the Storage Fees in good faith in order to compensate Logistics on account of such incremental capital costs. The Parties shall use their commercially reasonable efforts to mitigate the impact of, and comply with, such new laws or regulations. If DKTS and Logistics are unable to agree upon renegotiated Storage Fees, the renegotiated Storage Fees will be determined by arbitration in accordance with Section 21(m).

(vi)    Allocation of storage capacity for separate Materials in the Tankage shall be in accordance with current practices, or as otherwise may be agreed between the Parties from time to time.

(e)    Shortfalls.

(i)    If, for any Contract Quarter, Actual Throughput is less than the Minimum Throughput Commitment, then DKTS shall pay Logistics an amount (a “Shortfall Payment”) equal to the difference between (i) the Minimum Throughput Commitment multiplied by the Throughput Fee and (ii) the aggregate Throughput Fees for such Contract Quarter payable under Section 2(c)(i).

(ii)    The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the Minimum Throughput Commitment and the payment by DKTS of the Shortfall Payment shall relieve DKTS of any obligation to meet

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such Minimum Throughput Commitment for the relevant Contract Quarter. The Parties further acknowledge and agree that there shall not be any carry-over of volumes in excess of the Minimum Throughput Commitment to any subsequent Contract Quarter.

(f)    Operating and Capital Expenses. Except as provided in the Omnibus Agreement and Section 2(f)(ii), during the Term and subject to the terms and conditions of this Agreement, including Section 2(i),Logistics will bear 100% of all operating and capital expenses incurred in its operation of the Terminal and the Tankage. For avoidance of doubt, such operating expenses shall include all tank inspections (including inspections in compliance with API Standard 653 for Aboveground Storage Tanks) conducted after the Effective Date on the tanks included within the Tankage, including any repairs or tests or consequential remediation that may be required to be made to such Tankage as a result of any discovery made during such inspections.

(g)    Taxes. DKTS will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Materials delivered by DKTS at the Terminal or the Tankage, including, but not limited to, any state gross receipts and compensating (use) taxes; provided, however, that DKTS shall not be liable hereunder for taxes (including ad valorem taxes) assessed against Logistics based on Logistics’ income or ownership of the Terminal and the Tankage. Should any Party be required to pay or collect any taxes, duties, charges and or assessments pursuant to any federal, state, county or municipal law or authority now in effect or hereafter to become effective which are payable by the other Party pursuant to this Section 2(g), the proper Party shall promptly reimburse the other Party therefor.

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

(i)    Capital Improvements. During the term of this Agreement, DKTS shall be entitled to designate Capital Improvements to be made to the Terminal and the Tankage. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by DKTS may be constructed:

(i)    For any Capital Improvement designated by DKTS, DKTS shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement to the Terminal and/or the Tankage, as the case may be.

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

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

(iv)    Prior to beginning any construction on the Capital Improvement, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and DKTS shall have agreed on (A) an additional monthly payment amount to be paid by DKTS to Logistics (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed upon term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which DKTS is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide Logistics the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to Logistics reasonably anticipated to be received by Logistics from DKTS (or from a third party pursuant to a direct contractual commitment to Logistics) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and DKTS’ obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(i)(iv), DKTS shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. DKTS shall also be entitled to audit all expenditures incurred in connection with the Capital

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Improvement in accordance with Section 21(o). The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(i)(iv) shall be treated as the separate property of Logistics.

(v)    If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(i)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal or the Tankage, taken as a whole, or result in any material additional unreimbursed costs to Logistics, then DKTS may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, DKTS shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by DKTS pursuant to this Section 2(i)(v) shall be treated as the separate property of DKTS. Logistics shall reasonably cooperate with DKTS in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal and the Tankage, subject to DKTS’ reimbursing Logistics on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics in good faith. DKTS shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by DKTS of any Capital Improvement constructed by DKTS pursuant to this Section 2(i)(v).

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

(j)    Marketing of Throughput and Storage Services to Third Parties. Subject to the limitation on the use of assets that are subject to the Call Option in the Omnibus Agreement, during the Term, Logistics may provide throughput services to third parties at the Terminal and storage services to third parties in the Tankage, provided that, (i) the provision of such throughput and storage services to third parties is not reasonably likely to negatively impact DKTS’s ability to use either the Terminal or the Tankage in accordance with the terms of this Agreement in any material respect, (ii) prior to any third party use of either of the Terminal or the Tankage or the entry into any agreement with respect thereto, Logistics shall have received prior written consent from DKTS with respect to such third party usage or the entry into such agreement, as applicable, not to be unreasonably withheld, conditioned or delayed and (iii) to the extent such third-party usage reduces the ability of Logistics to provide the Minimum Throughput Capacity or the applicable Minimum Storage Capacity, the Minimum Throughput Commitment or the Storage Fees, as applicable, shall be proportionately reduced to the extent of the difference between the Minimum Throughput Capacity or the applicable Minimum Storage Capacity and the amount that can be throughput at the Terminal or stored in the Tankage (prorated for the portion of the Contract Quarter during which the Minimum Throughput Capacity or the applicable Minimum Storage Capacity was unavailable). Notwithstanding the

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foregoing but subject to the limitation on the use of assets that are subject to the Call Option in the Omnibus Agreement, to the extent DKTS is not using any portion of the Terminal or the Tankage (the “Open Assets”) during (x) a Force Majeure event set forth in Section 5 that is specific to DKTS and does not impact third parties generally or (y) the Notice Period set forth in Section 16, Logistics may provide throughput and/or storage services to third parties on the Open Assets pursuant to one or more third-party agreements without the consent of DKTS, and the Minimum Throughput Commitment and the applicable Storage Fee will be reduced to the extent of such third-party usage as set forth above; provided that such third-party agreements and related services shall terminate following the end of the Force Majeure Period or the restoration of Refinery operations, as applicable.

(k)    Removal of Tank for Service or Inspection. The Parties agree that if they mutually determine to remove a tank included in the Tankage from service or if a tank included in the Tankage is removed from service for inspection in compliance with API Standard 653 for Aboveground Storage Tanks, then Logistics will not be required to utilize, operate or maintain such tank or provide the services required under this Agreement with respect to such tank; provided, however, that any such removal will not reduce the Storage Fees except to the extent that Logistics is unable to provide to DKTS the applicable Minimum Storage Capacity.

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

(i)    Within 10 Business Days following the end of the month, a statement showing, by Material: (A) DKTS’ monthly aggregate deliveries into the Terminal and the Tankage; (B) DKTS’ monthly receipts from the Terminal and the Tankage; (C) calculation of all DKTS’ monthly services fees under this Agreement; (D) DKTS’ opening inventory for the preceding month; and (E) DKTS’ closing inventory for the preceding month.

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

(iii)    Upon delivery from the Terminal and the Tankage, a bill of lading to the carrier for each truck delivery. As reasonably requested by DKTS, bill of lading information shall be provided to DKTS’ accounting group. Upon each truck delivery from the Terminal

and the Tankage, bill of lading information shall be sent electronically through a mutually agreeable system.

(iv)    Transfer documents for each in-tank transfer.

(v)    Logistics shall be required to maintain the capabilities to support truck load authorization technologies at the Terminal and the Tankage. However, costs incurred by Logistics for replacement of loading systems or software or other upgrades made at

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the request of DKTS shall be recoverable from DKTS either as a lump sum payment or through an increase in Throughput Fees.

Section 3.    Custody, Title and Risk of Loss.

(a)    Subject to Section 22, DKTS shall, at all times during the Term, retain exclusive legal title to the Materials stored or throughput by it at the Tankage and the Terminal, and such Materials shall remain DKTS’ exclusive property. DKTS hereby represents (subject to Section 22) that, at all times during the Term, it holds exclusive legal title to the Materials throughput or stored by it at the Tankage and the Terminal, free and clear of any liens, security interests, encumbrances and claims whatsoever, other than (a) Permitted Liens and (b) any liens, security interests, encumbrances and claims with respect to which DKTS has entered into an agreement reasonably acceptable to Logistics subordinating such lien, security interest, encumbrance or claim to any applicable rights of Logistics under this Agreement.

(b)    During the time any Materials are held or throughput at the Tankage or the Terminal, Logistics shall be solely responsible for compliance with all Applicable Laws pertaining to the possession, handling, use and processing of such Materials.

(c)    Subject to Section 22, legal title and risk of loss to all of the Materials stored or throughput by DKTS at the Tankage and the Terminal shall remain at all times with DKTS. DKTS shall, during each month, (i) be entitled to all volumetric gains in the Tankage and the Terminal and (ii) be responsible for all volumetric losses in the Tankage and the Terminal up to a maximum of 0.25%. If volume losses of any Materials exceed 0.25% during any particular month, Logistics shall pay DKTS for the difference between the actual loss and the 0.25% allowance at a price per barrel for that Material as reported by the Oil Price Information Service (“OPIS”) using the monthly average OPIS unbranded contract rack posting for that Material during the month in which the volume difference was accounted for.

(d)    During the Term, Logistics shall hold all Materials at the Tankage and the Terminal solely as bailee and represents and warrants that when any such Materials are redelivered to DKTS, DKTS shall have good legal title thereto, free and clear of any liens, security interests, encumbrances and claims of any kind whatsoever created or caused to be created by Logistics. During the Term, none of Logistics or any of its Affiliates shall (and Logistics shall not permit any of its Affiliates or any other Person to) use any such Materials for any purpose. Solely in its capacity as bailee, Logistics shall have custody of the Materials stored or transported under this Agreement from the time such Materials are delivered to Logistics until such time that the Materials pass the outlet flange of the Terminal or, if there is no outlet flange, at such time that the Materials are re-delivered to DKTS.

Section 4.    Inspection and Access Rights.

(a)    At any reasonable times during normal business hours and upon reasonable prior notice, DKTS and its representatives (including one or more Supplier’s Inspectors) shall have the right to enter and exit Logistics’ premises in order to have access to the Tankage and the Terminal for any purpose relating to this Agreement, including to enforce its rights and interests

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hereunder, to observe the operations of the Tankage and the Terminal and to conduct such inspections as DKTS (or its assignee) may wish to have performed in connection with this Agreement, including the right to inspect, gauge, measure, take product samples or take readings at the Tankage and the Terminal on a spot basis; provided that (i) DKTS’ personnel shall follow routes and paths designated by Logistics or security personnel employed by Logistics, (ii) DKTS’ personnel shall observe all security, fire and safety regulations while, in around or about the Terminal and the Tankage, and (iii) DKTS shall be liable for any damage directly caused by the negligence or other tortious conduct of such personnel. Without limiting the generality of the foregoing, Logistics shall regularly grant the Supplier’s Inspector such access from the last day of each month until the third Business Day of the ensuing month. Notwithstanding any of the foregoing, if an Event of Default with respect to Logistics has occurred and is continuing, DKTS (or its assignee) and its representatives and agents (including one or more Supplier’s Inspectors) shall have unlimited and unrestricted access to the Terminal as such Event of Default continues.

(b)    When accessing the facilities of Logistics, DKTS and its representatives (including one or more Supplier’s Inspectors) shall at all times comply with Applicable Law and such safety directives and guidelines as may be furnished to DKTS by Logistics in writing from time to time.

(c)    For all purposes hereunder, any jobbers, distributors, carriers, haulers and other customers designated in writing or otherwise by DKTS to have loading privileges under this Agreement or having possession of any loading device furnished to DKTS pursuant to this Agreement, together with their respective officers, servants and employees, shall, when they access the Terminal and/or the Tankage, be deemed to be representatives of DKTS and subject to the applicable terms of this Agreement, and any such person shall enter into an appropriate access agreement with Logistics with respect to such access.

Section 5.    Force Majeure.

(a)    In the event that either Party is rendered unable, wholly or in part, by a Force Majeure event to perform its obligations under this Agreement, then upon the delivery by such Party (the “Force Majeure Party”) of written notice (a “Force Majeure Notice”) and full particulars of the Force Majeure event as promptly as practicable after the occurrence of the Force Majeure event relied on, the obligations of the Parties, to the extent they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused; provided that: (i) prior to the third anniversary of the Original Effective Date, DKTS shall be required to continue to make payments (1) for the Throughput Fees for volumes actually throughput under this Agreement, (2) for the Storage Fees, and (3) for any Shortfall Payments unless, in the case of (2) and (3), the Force Majeure event adversely affects Logistics’ ability to perform the services it is required to perform under this Agreement, in which case, as applicable, the Storage Fees shall only be paid (x) if the effect of such Force Majeure event on Logistics does not result in the inability of the Refinery to operate and (y) to the extent DKTS utilizes the applicable Tankage for the storage of its Materials during the applicable month, and instead of Shortfall Payments, Throughput Fees shall only be paid as provided under (i)(1) above; and (ii) from and after the third anniversary of the Original Effective Date, DKTS shall be required to continue to make

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payments (1) for the Throughput Fees for volumes actually delivered under this Agreement and (2) for the Storage Fee to the extent DKTS utilizes the applicable Tankage for the storage of its Materials during the applicable month. The Force Majeure Party shall identify in such Force Majeure Notice the approximate length of time that it believes in good faith such Force Majeure event shall continue (the “Force Majeure Period”). DKTS shall be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that neither Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. Prior to the third anniversary of the Original Effective Date, any suspension of the obligations of the Parties under this Section 3(a) as a result of a Force Majeure event that adversely affects Logistics’ ability to perform the services it is required to perform under this Agreement shall extend the Term for the same period of time as such Force Majeure event continues (up to a maximum of one year) unless this Agreement is terminated under Section 3(b).

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

Section 6.    Effectiveness and Term.

(a)    The initial term of this Agreement (the “Initial Term”) shall commence at 00:00:01 a.m., CPT, on the Effective Date and shall extend through and including June 30, 2031. Thereafter, DKTS shall have a unilateral option to extend this Agreement for an additional period extending through and including June 30, 2036, on the same terms and conditions set forth herein (each a “Renewal Term”). The Initial Term and the Renewal Terms are sometimes referred to collectively herein as the “Term.” In order to exercise its option to extend this

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Agreement for a Renewal Term, DKTS shall notify Logistics in writing not less than 12 months prior to the expiration of the Initial Term or any Renewal Term, as applicable.

(b)    The Parties may terminate this Agreement prior to the end of the Term (but are under no obligation to do so) (i) as they may mutually agree in writing, (ii) pursuant to a Termination Notice under Section 5(b), (iii) pursuant to a Suspension Notice under Section 16(b) or (iv) pursuant to Section 18(b).

(c)    Upon expiration or termination of this Agreement, Logistics shall be responsible for removing any remaining Materials of DKTS from the Tankage and the Terminal.

(d)    DKTS shall, upon expiration or termination of this Agreement, promptly remove any and all of its owned equipment, if any, and restore the Tankage and the Terminal to their condition prior to the installation of such equipment.

Section 7.    Right to Enter into a New Agreement.

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

Section 8.    Notices.

All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (a) if by transmission by facsimile or hand delivery, when delivered; (b) if mailed via the official governmental mail system, five (5) Business Days after mailing, provided that said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; (c) if mailed by an internationally recognized overnight express mail service such as FedEx, UPS, or DHL Worldwide, one (1) Business Day after deposit therewith is prepaid; or (d) if by e-mail, one Business Day after delivery with receipt is confirmed. All notices will be addressed to the Parties at the respective addresses as follows:

if to DKTS:

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DK Trading & Supply, LLC

c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

DK Trading & Supply, LLC
c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: President

if to Logistics:

Delek Logistics Operating, LLC

310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

Delek Logistics Operating, LLC

310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: Senior Vice President

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

Section 9.    Deficiency Payments.

(a)    As soon as practicable following the end of each calendar month under this Agreement, Logistics shall deliver to DKTS a written notice (the “Deficiency Notice”) detailing any failure of DKTS to meet any of its payment obligations under this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any payment deficiency and (ii) specify the approximate dollar amount that Logistics believes would have been paid by DKTS to Logistics if DKTS had complied with its payment obligations under this Agreement (the “Deficiency Payment”). DKTS shall pay the Deficiency Payment to Logistics 10 days after its receipt of the Deficiency Notice.

(b)    If DKTS disagrees with the Deficiency Notice, then, promptly following the payment of any undisputed portion of the Deficiency Payment to Logistics, a senior officer of DKTS and a senior officer of Logistics shall meet or communicate by telephone at a mutually

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acceptable time and place, and thereafter as often as they reasonably deem necessary, and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within 30 days following the payment of any Deficiency Payment, DKTS and Logistics shall, within 45 days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 21(m). During the 60-day period following the receipt of the Deficiency Notice, DKTS shall have the right, in accordance with Section 21(o), to inspect and audit the working papers of Logistics relating to such Deficiency Payment.

(c)    If it is determined by arbitration in accordance with Section 21(m) that DKTS was required to make any or all of the disputed portion of the Deficiency Payment, DKTS shall promptly pay to Logistics such amount, together with interest thereon from the date provided in the last sentence of Section 9(a) at the Prime Rate, in immediately available funds.

Section 10.    Condition and Maintenance of Tankage and the Terminal.

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

(b)    Maintenance and Repair Standards. Subject to interruptions for Force Majeure events pursuant to Section 5 and for routine repair and maintenance consistent with industry standards, Logistics shall maintain (i) the Terminal with sufficient aggregate capacity to throughput a volume of Materials at least equal to the Minimum Throughput Capacity and (ii) the Tankage with a capacity sufficient to store a volume of Materials at least equal to the applicable Minimum Storage Capacity. Recalibration or strapping of the Tankage will be performed from time to time by Logistics upon the reasonable request of DKTS or otherwise in accordance with generally accepted industry standards. Logistics’ obligations may be

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temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure event or interruptions for routine repair and maintenance consistent with industry standards that prevent Logistics from providing the Minimum Throughput Capacity or storing the applicable Minimum Storage Capacity. To the extent DKTS is prevented for 30 or more days in any Contract Year from throughputting volumes equal to the full Minimum Throughput Capacity or storing volumes equal to the applicable Minimum Storage Capacity for reasons of Force Majeure or other interruption of service affecting the facilities or assets of Logistics (including any reduction in available storage capacity pursuant to Section 2(k)), then, as applicable, (i) DKTS’ Minimum Throughput Commitment shall be proportionately reduced to the extent of the difference between the Minimum Throughput Capacity and the amount that Logistics can effectively throughput at the Terminal (prorated for the portion of the Contract Quarter during which the Minimum Throughput Capacity was unavailable), regardless of whether Actual Throughput prior to the reduction was below the Minimum Throughput Commitment, and/or (ii) the Group A Storage Fee shall be reduced by the amount of $0.658, the Group B Storage Fee shall be reduced by the amount of $0.156, and/or the Group C Storage Fee shall be reduced by the amount of $0.964 (which amounts shall be adjusted in accordance with the adjustments to the Storage Fees provided for in Sections 2(d) and (i) above, if applicable, and prorated for the portion of the applicable month during which such storage was unavailable) for each barrel less than the applicable Minimum Storage Capacity that Logistics is unable to store at the Tankage regardless of whether DKTS actually used such storage capacity. At such time as Logistics is capable of throughputting volumes equal to the full Minimum Throughput Commitment or storing volumes equal to the applicable Minimum Storage Capacity, as applicable, DKTS’ obligation to throughput the full Minimum Throughput Commitment and to pay the full Storage Fees shall be restored. If for any reason, including, without limitation, a Force Majeure event, the throughput of the Terminal or storage capacity of the Tankage should fall below the Minimum Throughput Capacity or the Minimum Storage Capacity, respectively, then with due diligence and dispatch, Logistics shall make repairs to the Terminal and/ or the Tankage to restore the capacity of the Terminal to that required for throughput of the Minimum Throughput Commitment and/or Tankage to that required for storing of the applicable Minimum Storage Capacity (“Restoration”). Except as provided below in Section 10(c), all of such Restoration shall be at Logistics’ cost and expense, unless the damage creating the need for such repairs was caused by the negligence or willful misconduct of DKTS, its employees, agents or customers.

(c)    Capacity Resolution. In the event of the failure of Logistics to maintain (i) the Terminal with sufficient capacity to throughput the Minimum Throughput Capacity or (ii) the Tankage with a capacity sufficient to store a volume of Materials at least equal to the applicable Minimum Storage Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration which will, among other things, specify steps to be taken by Logistics to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule

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for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with applicable industry standards and shall take into consideration Logistic’ economic considerations relating to costs of the repairs and DKTS’ requirements concerning its refining and marketing operations. Logistics shall use commercially reasonable efforts to continue to provide throughput and storage of DKTS’ Materials, to the extent the Terminal and Tankage have the capability of doing so, during the period before Restoration is completed. In the event that DKTS’ economic considerations justify incurring additional costs to complete the Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, DKTS may require Logistics to expedite the Restoration to the extent reasonably possible, subject to DKTS’ payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan wherein DKTS agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement pursuant to Section 5(b) above so long as such Restoration is completed with due diligence and dispatch, and DKTS shall pay its portion of the Restoration cost to Logistics in advance based on a good faith estimate based on reasonable engineering standards. Upon completion, DKTS shall pay the difference between the actual portion of Restoration costs to be paid by DKTS pursuant to this Section 10(c) and the estimated amount paid under the preceding sentence within 30 days after receipt of Logistics’ invoice therefor, or, if appropriate, Logistics shall pay DKTS the excess of the estimate paid by DKTS over Logistics’ actual costs as previously described within 30 days after completion of the Restoration.

(d)    DKTS shall not deliver to the Terminal or the Tankage any Materials which: (a) would in any way be injurious to the Terminal or the Tankage; (b) may not be lawfully stored or throughput in such facilities; or (c) would render such facilities unfit for proper storage or handling of similar Materials. Any and all Materials that leave the Terminal or the Tankage shall meet all relevant ASTM, EPA, federal and state specifications, and shall not leave the Terminal or the Tankage in the form of a sub-octane grade product.

(e)    Logistics agrees that the Terminal and all Tankage used to provide services hereunder shall be in a condition generally acceptable within the industry and capable of storing the Materials without contaminating them. Logistics will avoid any contamination of one Material by another or any degradation of the quality of any Material that would impact DKTS’ ability to market or sell such Material in a timely fashion. In addition, Logistics will endeavor to ensure that no Materials shall be contaminated with scale or other materials, chemicals, water or any other impurities. In lieu of any obligation to indemnify the DKTS Indemnitees pursuant to Section 19(a) with respect to any such contamination, Logistics may, at its sole option, require DKTS, at Logistics’ sole expense, to reprocess or otherwise treat any such contaminated Materials to restore those Materials to salable condition.

(f)    Subject to DKTS’ obligations under the other Transaction Agreements, Logistics shall, at its sole cost and expense, take all actions reasonably necessary or appropriate to obtain, apply for, maintain, monitor, renew, and/or modify as appropriate, any license authorization, certification, filing, recording, permit, waiver, exception, variance, franchise, order or other approval with or of any Governmental Authority pertaining or relating to the operation of the

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Terminal and the Tankage (the “Required Permits”) as presently operated. Logistics shall not do anything in connection with the performance of its obligations under this Agreement that causes a termination or suspension of the Required Permits.

(g)    The execution of this Agreement by the Parties does not confer any obligation or responsibility on DKTS in connection with (i) any existing or future environmental condition at the Terminal or the Tankage, including the presence of a regulated or hazardous substance on or in environment media at the Terminal or the Tankage (including the presence in surface water, groundwater, soils or subsurface strata, or air), including the subsequent migration of any such substance; (ii) any Environmental Law; (iii) the Required Permits; or (iv) any requirements arising under or relating to any Applicable Law to the extent pertaining or relating to the operation of the Terminal or the Tankage.

(h)    Notwithstanding anything to the contrary herein, DKTS shall have no power or authority under this Agreement to direct the activities of Logistics or to exert control over the operation of the Terminal or the Tankage or any portion thereof. For the avoidance of doubt, the parties acknowledge that the Terminal and the Tankage are subject to certain restrictions in the Omnibus Agreement.

(i)    Month End Inventory.

(i)    As of 11:59:59 p.m., CPT, on the last day of each month, Logistics shall apply the Volume Determination Procedures to the Terminal and the Tankage, and based thereon shall determine for such month for each Material, the aggregate volume of such Material held in the Terminal and the Tankage at that time (each, an “Actual Month End Product Volume”). Logistics shall notify DKTS of each Actual Month End Product Volume by no later than 5:00 p.m., CPT, on the fifth Business Day thereafter.

(ii)    At the cost and expense of DKTS, DKTS may, or may have a Supplier’s Inspector, witness all or any aspects of the Volume Determination Procedures as DKTS shall direct. If, in the judgment of DKTS or a Supplier’s Inspector, the Volume Determination Procedures have not been applied correctly, then Logistics will cooperate with DKTS, or such Supplier’s Inspector, to ensure the correct application of the Volume Determination Procedures, including making such revisions to any Actual Month End Product Volume as may be necessary to correct any such errors.

(j)    Subject to the provisions of Section 2(k), 10(a), 10(b) and 10(c), Logistics will maintain and operate the Terminal and the Tankage in good working order and repair and serviceable condition in accordance with generally accepted industry standards and in compliance with all Applicable Law. Subject to the other Transaction Agreements, Logistics shall have sole responsibility for performing all storage and throughput services under this Agreement; provided that, without limiting the foregoing, the parties acknowledge the DKTS’ assignee under Section 22 shall have no responsibility hereunder for any operations at the Terminal and the Tankage or for performing storage and throughput services at or related to the Terminal or the Tankage. Without limiting the foregoing, DKTS’ assignee pursuant to Section 22 shall not be responsible hereunder for any maintenance and repairs, labor, utilities, pumps,

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piping, tank conditions, heat and other activities on, at or under the Terminal or the Tankage, or for movements, receipts and deliveries of Materials to, at or from the Terminal or the Tankage. Except as expressly provided in the other Transaction Agreements, neither DKTS nor its assignee shall have any responsibility for ensuring that the Terminal and the Tankage have any connections, equipment and capacity required to facilitate the movement of Materials into and out of the Tankage or that the Terminal has all connections, equipment and capacity required to facilitate the movement of Materials between the docks, pipelines or truck loading or discharge facilities and the Tankage. Except as expressly provided in this Agreement or the other Transaction Agreements, any expenses relating to any of the foregoing activities shall be borne exclusively by Logistics. Logistics agrees to provide the required heat or steam to maintain the Materials in a liquid free-flowing or pumpable state at Logistics’ cost. The provisions of this Section 10(i) shall not affect any obligations of DKTS under any other Transaction Agreements.

(k)    Additional Documentation. Logistics agrees that it shall provide DKTS:

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

(ii)    On an annual basis, and at such other times as reasonably requested by DKTS, evidence in customary form of Logistics’ adherence to (x) the policies and procedures referred to in clause (i) above and (y) API standards for construction, repair, inspection and maintenance of tanks and pipelines.

Section 11.    Throughput and Handling Services

(a)    From time to time during the Term, Logistics shall perform such additional throughput, handling and measuring services as DKTS shall reasonably request (collectively, “Services”). If any Services are requested by DKTS, then the Parties shall negotiate in good faith to determine whether such Services shall be provided and the appropriate rates to be charged for such Services.

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

(c)    Logistics agrees to keep the Terminal and the Tankage open for receipt and redelivery of DKTS’ Materials 24 hours a day, seven days a week.

Section 12.    Scheduling and Measurements

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(a)    DKTS shall provide notice to Logistics prior to each calendar month as to the estimated quantities of Materials that it expects to deliver to the Terminal and the Tankage during that month.

(b)    The volume of Materials received into and redelivered out of the Terminal and the Tankage shall be measured daily by Logistics, using the applicable meter tickets, tank gauges and truck loading meters. Volume measurements shall be made as provided in Article 13 of Inventory Intermediation Agreement. Logistics shall provide DKTS with (i) daily reports showing the tank gauges and meter readings for the prior day and (ii) monthly reports reflecting all Materials movements during that month.

(c)    Logistics shall provide DKTS with reasonable prior notice of any periodic testing and calibration of any measurement facilities providing measurement of Materials at the Terminal, and Logistics shall permit DKTS to observe such testing and calibration. In addition, Logistics shall provide DKTS with any documentation regarding the testing and calibration of the measurement facilities.

Section 13.    Additional Covenants

(a)    Logistics hereby:

(i)    agrees that it shall not sell, shall have no interest in and shall not permit the creation of, or suffer to exist, any security interest, lien, encumbrance, charge or other claim of any nature (other than Permitted Liens) with respect to any of the Materials;

(ii)    (x) confirms that it will post at the Terminal and the Tankage such reasonable placards as DKTS requests stating that DKTS is the owner of specific Materials held at the Terminal and the Tankage and (y) agrees that it will take all actions necessary to maintain such placards in place for the Term;

(iii)    acknowledges and agrees that DKTS may file a UCC-1 statement with respect to the Materials stored or throughput at the Terminal and the Tankage, and Logistics shall cooperate with DKTS in executing such financing statements as DKTS deems necessary or appropriate;

(iv)    agrees that, subject to Section 3(c), no loss allowances shall be applied to the Materials stored or throughput at the Terminal and the Tankage; and

(v)    agrees that, in the event of any Material spill, leak or discharge or any other environmental pollution caused by or in connection with the use of the Terminal or the Tankage, Logistics shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as Logistics deems appropriate or necessary and shall notify or arrange to notify DKTS immediately of any such spill, leak or discharge and of any such operations.

(b)    DKTS hereby agrees:

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(i)    to replace or repair, at its own expense, any part of the Terminal and the Tankage which may be destroyed or damaged through any negligent or tortious act or omission of DKTS, its agents or employees or any Supplier’s Inspector; and

(ii)    except as provided in Section 2(i), to not make any alteration, additions or improvements to the Terminal or the Tankage or remove any part thereof, without the prior written consent of Logistics, such consent to be at Logistics’ sole discretion.

(c)    Each Party hereby agrees that:

(i)    it shall, in the performance of its obligations under this Agreement, comply in all material respects with Applicable Law;

(ii)    it shall maintain the records required to be maintained by Environmental Law and shall make such records available to the other Parties upon reasonable request;

(iii)    it also shall promptly notify the other Parties of any violation or alleged violation of any Environmental Law relating to any Materials stored under this Agreement and, upon request, shall provide to the other Parties all evidence of environmental inspections or audits by any Governmental Authority with respect to such Materials;

(iv)    all records or documents provided by any Party to any of the other Parties shall, to the best knowledge of such Party, accurately and completely reflect the facts about the activities and transactions to which they relate; and

(v)    it shall promptly notify the other Parties if at any time such Party has reason to believe that any records or documents previously provided to any of the other Parties no longer are accurate or complete.

Section 14.    Representations

(a)    Logistics represents and warrants to DKTS that (i) this Agreement, the rights obtained and the duties and obligations assumed by Logistics hereunder, and the execution and performance of this Agreement by Logistics, do not directly or indirectly violate any Applicable Law with respect to Logistics or any of its properties or assets, the terms and provisions of Logistics’ organizational documents or any agreement or instrument to which Logistics or any of its properties or assets are bound or subject; (ii) the execution and delivery of this Agreement by Logistics has been authorized by all necessary limited liability company or other action; (iii) Logistics has the full and complete authority and power to enter into this Agreement and to provide the services hereunder; (iv) no further action on behalf of Logistics, or consents of any other party, are necessary for the provision of services hereunder (except for the consents of any third party holding a mortgage on the Terminal or the Tankage or having another interest therein which Logistics covenants and represents it has obtained); and (v) upon execution and delivery by Logistics, this Agreement shall be a valid, binding and subsisting agreement of Logistics enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization,

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insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

(b)    DKTS represents and warrants to Logistics that (i) this Agreement, the rights obtained and the duties and obligations assumed by DKTS hereunder, and the execution and performance of this Agreement by DKTS, do not directly or indirectly violate any Applicable Law with respect to DKTS or any of its property or assets, the terms and provisions of DKTS’ organizational documents or any agreement or instrument to which DKTS or any of its property or assets are bound or subject; (ii) the execution and delivery of this Agreement by DKTS has been authorized by all necessary corporate or other action; (iii) DKTS has the full and complete authority and power to enter into this Agreement; (iv) no further action on behalf of DKTS, or consents of any other party, are necessary for the provision of services hereunder (except for the consents of any third party holding a mortgage on the Terminal or the Tankage or having another interest therein); and (v) upon execution and delivery by DKTS, this Agreement shall be a valid, binding and subsisting agreement of DKTS enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 15.    Insurance.

(a)    Insurance. Logistics shall procure and maintain in full force and effect throughout the Term insurance coverages of the following types and amounts and with insurance companies rated not less than A- by A.M. Best, or otherwise equivalent in respect of Logistics’s properties and operations:

(i)    Property damage coverage on an “all risk” basis in an amount sufficient to cover the market value or potential full replacement cost of all Materials owned by DKTS in inventory at the Tankage and the Terminal. In the event that the market value or potential full replacement cost of all such Materials exceeds insurance limits available at commercially reasonable rates in the insurance marketplace, Logistics will maintain the highest insurance limit available at commercially reasonable rates; provided, however, that Logistics will promptly notify DKTS of Logistics’ inability to fully insure any such Materials and provide full details of such inability. Such policies shall be endorsed to name DKTS as a loss payee with respect to any of DKTS’ Materials in the care, custody or control of Logistics. Notwithstanding anything to the contrary herein, DKTS, may, at its option and its sole expense, endeavor to procure and provide such property damage coverage for such Materials; provided that, to the extent any such insurance is duplicative with insurance procured by Logistics, the insurance procured by Logistics shall in all cases represent, and be written to be, the primary coverage.

(ii)    Comprehensive or commercial general liability coverage and umbrella or excess liability coverage, which includes bodily injury, broad form property damage and contractual liability, products and completed operations liability and “sudden and accidental pollution” liability coverage in the minimum amounts indicated on Schedule

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A. Such policies shall include DKTS as an additional insured with respect to any of DKTS’ Materials in the care, custody or control of Logistics.

(b)    Additional Insurance Requirements. The foregoing policies describe shall include an endorsement that the underwriters waive all rights of subrogation against DKTS.

(i)    Logistics shall cause its insurance carriers to furnish DKTS with insurance certificates, in ACORD form or equivalent, evidencing the existence of the coverages and the endorsements required above. Logistics shall provide 30 days’ written notice prior to cancellation of insurance becoming effective. Logistics also shall provide renewal certificates within 30 days before expiration of the policy.

(ii)    The mere purchase and existence of insurance shall not reduce or release either Party from any liability or other obligations incurred or assumed under this Agreement.

(iii)    Logistics shall comply with all notice and reporting requirements in the foregoing policies and timely pay all premiums.

(c)    The provisions of Sections 15(a) and (b) shall terminate on the Expiration Date.

(d)    DKTS shall maintain commercially reasonable business interruption insurance for the benefit of the Tankage and the Terminal and the Refinery for so long as the Partnership is a consolidated subsidiary of Delek US. Allocation of such benefits shall be proportionate to the loss in operating margin sustained by DKTS and Logistics as a result of the interruption.

(e)    During the Term, each of Logistics and DKTS shall at all times carry and maintain, or cause to be carried and maintained, with reputable insurance companies reasonably acceptable to the other Party, commercially reasonable insurance coverages and limits, including, in the case of DKTS, workers’ compensation and employer’s liability insurance.

Section 16.    Suspension of Refinery Operations

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

(b)    From and after the second anniversary of the Original Effective Date, in the event that Lion Oil decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least 12 consecutive months, DKTS may provide written notice to Logistics of DKTS’ intent to terminate this Agreement (the “Suspension Notice”).

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Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Original Effective Date) after DKTS has notified Logistics of such suspension and, upon the expiration of the period of 12 months (which may run concurrently with the 12-month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If DKTS notifies Logistics, more than two months prior to the expiration of the Notice Period, of Lion Oil’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 5(a) and Section 16(c), during the Notice Period, DKTS shall remain liable for Deficiency Payments. During the Notice Period, Logistics may terminate this Agreement upon 60 days prior written notice to DKTS in order to enter into an agreement to provide any third party the services provided to DKTS under this Agreement; provided, however, that Logistics shall not have the right to terminate this Agreement for so long as DKTS continues to make Deficiency Payments.

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

(d)    In the event the operations of the Refinery are suspended under this Section 16 or as a result of a Force Majeure event, Logistics shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(i).

Section 17.    Regulatory Matters

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

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

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Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.

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

Section 18.    Event of Default; Remedies Upon Event of Default

(a)    Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “Event of Default”:

(i)    Any Party fails to make payment when due (i) under Section 2(h) or Section 9 within one Business Day after a written demand therefor or (ii) under any other provision hereof within five Business Days; or

(ii)    Other than a default described in Section 18(a)(i) or (iii), DKTS or Logistics fails to perform any material obligation or covenant to the other under this Agreement, which is not cured to the reasonable satisfaction of any other Party within 10 Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed; or

(iii)    Any Party breaches any representation or warranty made or repeated or deemed to have been made or repeated by the Party, or any warranty or representation proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within 10 Business Days after the date that such Party receives notice that corrective action is needed; or

(iv)    Any Party becomes Bankrupt.

(b)    Without limiting any other provision of this Agreement, if an Event of Default with respect to DKTS or Logistics (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement.

(c)    Without limiting any other rights or remedies hereunder, if an Event of Default occurs and DKTS is the Non-Defaulting Party, DKTS may, in its discretion, (i) reclaim and repossess any and all of its Materials held at the Terminal or the Tankage or elsewhere on Logistics’ premises, and (ii) otherwise arrange for the disposition of any of its Materials in such manner as it elects.

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(d)    If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Section 18, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party under this Agreement (whether or not then due). Any net amount due hereunder shall be payable by the Party owing such amount within one Business Day of termination.

(e)    The Non-Defaulting Party’s rights under this Section 18 shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all Losses incurred in the exercise of any remedies hereunder.

(f)    No delay or failure by the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

Section 19.    Indemnification

(a)    Logistics shall defend, indemnify and hold harmless DKTS, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “DKTS Indemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by Logistics of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Logistics made herein or in connection herewith proving to be false or misleading, (ii) any failure by Logistics, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by Logistics, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Materials hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the DKTS Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors; provided, however, that any Liabilities for environmental matters with respect to API 653 Tanks (as defined in the Omnibus Agreement) or the subject of Section 3.1(a)(vi) of the Omnibus Agreement shall not be included in the indemnity provided in this Section 19(a). Notwithstanding the foregoing, Logistics’ liability to the DKTS Indemnitees pursuant to this Section 19(a) shall be net of any insurance proceeds actually received by the DKTS Indemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. DKTS agrees that it shall, and shall cause the other DKTS Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the DKTS Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify Logistics of all potential claims against any third Person for any

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such insurance proceeds, and (iii) keep Logistics fully informed of the efforts of the DKTS Indemnitees in pursuing collection of such insurance proceeds.

(b)    DKTS shall defend, indemnify and hold harmless Logistics, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Logistics Indemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by DKTS of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of DKTS made herein or in connection herewith proving to be false or misleading, (ii) any failure by DKTS, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by DKTS, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Materials hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the Logistics Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors; provided, however, that any Liabilities for environmental matters with respect to API 653 Tanks (as defined in the Omnibus Agreement) or the subject of Section 3.1(a)(vi) of the Omnibus Agreement shall not be included in the indemnity provided in this Section 19(b). Notwithstanding the foregoing, DKTS’ liability to the Logistics Indemnitees pursuant to this Section 19(b) shall be net of any insurance proceeds actually received by the Logistics Indemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. Logistics agrees that it shall, and shall cause the other Logistics Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Logistics Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify DKTS of all potential claims against any third Person for any such insurance proceeds, and (iii) keep DKTS fully informed of the efforts of the Logistics Indemnitees in pursuing collection of such insurance proceeds.

(c)    THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES (EXCLUDING, IN THE CASE OF SECTION 19(a)(iii) AND SECTION 19(b)(iii), GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

(d)    The Transaction Agreements contain additional indemnity provisions. The indemnities contained in this Section 19 are in addition to and not in lieu of the indemnity provisions contained in the Transaction Agreements. Any indemnification obligation of DKTS to the Logistics Indemnitees on the one hand, or Logistics to the DKTS Indemnitees on the other hand, pursuant to this Section 19 shall be reduced by an amount equal to any indemnification

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recovery by such Indemnitees pursuant to the other Transaction Agreements to the extent that such other indemnification recovery arises out of the same event or circumstance giving rise to the indemnification obligation of DKTS or Logistics, respectively, hereunder.

Section 20.    Limitation on Damages

Notwithstanding anything to the contrary contained herein, neither Party shall be liable or responsible to the other Party or such other Party’s affiliated Persons for any consequential, punitive, special, incidental or exemplary damages, or for loss of profits or revenues (collectively referred to as “Special Damages”) incurred by such Party or its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect Special Damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement; provided further that to the extent a Party hereunder receives insurance proceeds with respect to Special Damages that would be waived under this Section 20, such Party shall be liable for such Special Damages up to the amount of such insurance proceeds (net of any deductible and premiums paid with respect thereto).

Section 21.    Miscellaneous

(a)    No Waiver; Cumulative Remedies.

(i)    The failure of a Party hereunder to assert a right or enforce an obligation of any of the other Parties shall not be deemed a waiver of such right or obligation. The waiver by any Party of a breach of any provision of, or Event of Default under, this Agreement shall not operate or be construed as a waiver of any other breach of that provision or as a waiver of any breach of another provision of, Event of Default or potential Event of Default under, this Agreement, whether of a like kind or different nature.

(ii)    Unless otherwise specified herein, each and every right granted to the Parties under this Agreement or allowed it by law or equity, shall be cumulative and may be exercised from time to time in accordance with the terms thereof and Applicable Law.

(b)    Nature of Transaction and Relationship of Parties.

(i)    This Agreement shall not be construed as creating a partnership, association or joint venture among the Parties. It is understood that Logistics is an independent contractor with complete charge of its employees and agents in the performance of its duties hereunder, and nothing herein shall be construed to make Logistics, or any employee or agent of Logistics, an agent or employee of DKTS.

(ii)    No Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person; to assume, create, or incur any liability of any kind, express or implied, against or in the name of any of the other Parties;

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or to otherwise act as the representative of any of the other Parties, unless expressly authorized in writing by such other Party.

(c)    Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith.

(d)    Successors and Assigns.

(i)    Except as provided in Section 22, DKTS shall not assign its rights or obligations hereunder without Logistics’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (1) DKTS may assign this Agreement without Logistics’ consent in connection with a sale by Lion Oil of all or substantially all of the Refinery, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (A) agrees to assume all of DKTS’ obligations under this Agreement and (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by DKTS in its reasonable judgment; and (2) DKTS shall be permitted to make a collateral assignment of this Agreement solely to secure financing for Delek US and its Affiliates.

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

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

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

(v)    The Parties’ obligations hereunder shall not terminate in connection with a Partnership Change of Control; provided, however, that in the case of a Partnership Change of Control, DKTS shall have the option to extend the Term of this Agreement as provided in Section 6, without regard to the notice periods provided in the fourth sentence of Section 6(a). Logistics shall provide DKTS with notice of any Partnership Change of Control at least 60 days prior to the effective date thereof.

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

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

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

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

(i)    No Third Party Beneficiaries. It is expressly understood that the provisions of this Agreement do not impart enforceable rights in anyone who is not a Party or successor or permitted assignee of a Party other than CEI’s rights under Section 22.

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

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

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

(m)    Arbitration Provision. Any and all Disputes, other than actions seeking solely injunctive relief to prevent immediate harm, shall be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 21(m) and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 21(m) will control the rights and

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

(n)    Confidentiality.

(i)    Obligations. Each Party shall use commercially reasonable efforts to retain the other Party’s Confidential Information in confidence and not disclose the same to any third party nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 21(n). Each Party further agrees to take the same care with the other Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care.

(ii)    Required Disclosure. Notwithstanding Section 21(n)(i) above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or is required to disclose pursuant to the rules and regulations of any national securities exchange upon which the receiving Party or its parent entity is listed, any of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party’s Confidential Information that it is required to

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disclose and shall cooperate with the disclosing Party in allowing the disclosing Party to obtain such protective order or other relief.

(iii)    Return of Information. Upon written request by the disclosing Party, all of the disclosing Party’s Confidential Information in whatever form shall be returned to the disclosing Party upon termination of this Agreement or destroyed with destruction certified by the receiving Party, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party’s legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer backup archiving systems during the period such backup or archived materials are retained under such Party’s customary procedures and policies; provided, however, that any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 21(n), and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

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

(v)    Survival. The obligation of confidentiality under this Section 21(n) shall survive the termination of this Agreement for a period of two years.

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

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Section 22.    Intermediary.

(a)    Designated Assignment. For a period from and including the Effective Date to the Expiration Date (the “Designation Period”), DKTS hereby assigns to the Intermediary all of DKTS’ rights to use, hold Materials in, and transport Materials through, the Tankage and the Terminal pursuant to this Agreement, subject to additional terms and conditions of this Section 22. During the Designation Period, Logistics shall note in their records and account separately for the Intermediary ’s ownership of Materials held in or transported through the Tankage and the Terminal (collectively, the “Intermediary Materials”) until such time as the Intermediary shall notify Logistics in writing that ownership in such Intermediary Materials has been transferred from the Intermediary to DKTS, it being the intention that Logistics shall not be required to recognize any other transfers of ownership of any Intermediary Materials (other than transfers from the Intermediary to DKTS) unless such transfer and recognition are agreed to in writing by Logistics in its reasonable discretion. DKTS shall act as the Intermediary’s sole agent for all purposes of this Agreement, and Logistics shall be entitled to follow DKTS’ instructions with respect to any Intermediary Materials that are transported, stored or handled by Logistics pursuant to this Agreement unless and until Logistics is notified by the Intermediary in writing that DKTS is no longer authorized to act as the Intermediary’s agent, in which case Logistics’ shall thereafter follow the instructions of the Intermediary (or such other agent as the Intermediary may appoint) with respect to all Intermediary Materials that are transported, stored or handled by Logistics pursuant to this Agreement. All volumes shipped by the Intermediary will be taken into account in the determination of whether DKTS has satisfied its Minimum Throughput Commitment.

(b)    Measurements; Inventory Reports; Notices. DKTS and the Intermediary shall each have the rights provided for in this Agreement for so long as any Intermediary Materials are located in the Tankage or the Terminal. During any Designation Period, Logistics shall send all inventory and other reports, all other documentation described in or required to be delivered pursuant to this Agreement and all notices delivered pursuant to this Agreement to the Intermediary at the address set forth on the signature page hereto, with copies to DKTS.

(c)    All Provisions in Effect. During any Designation Period, all provisions of this Agreement, as amended or adjusted by this Section 22, shall be in full force and effect with respect to the Intermediary and the Intermediary Materials as if the Intermediary were Party hereto in place of DKTS, subject however to the following:

(i)    If, at any time, the Intermediary elects for any reason to make any payment to Logistics in respect of any amount owing by the Company to Logistics hereunder, such payment shall not constitute, and shall not be deemed to result in, the assumption by the Intermediary of any payment or other obligations of the Company under this Agreement;

(ii)    in no event shall the Intermediary have any responsibility for the operations or maintenance of the Tankage and the Terminal or the handling of any Materials held in or transported through the Tankage and the Terminal or otherwise be deemed to have assumed any non-monetary obligations of DKTS for such operations,

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maintenance or handling under this Agreement, all of which responsibilities and obligations shall remain exclusively responsibilities and obligations of Logistics and DKTS, subject to any allocation of such responsibilities and obligations between such parties in accordance with the terms of this Agreement;

(iii)    DKTS shall remain solely liable for, and the Intermediary shall have no liability or obligation for, (1) meeting any Minimum Throughput Commitment under Section 2(b),(2) any Shortfall Payments under Section 2(e), (3) any amounts payable under Section 2 (h), (4) any Deficiency Payments under Section 9 (other than with respect to Throughput Fees for Actual Throughput of Intermediary Materials to the extent due under Section 2(c)), or (5) any payment obligations in connection with a Capacity Resolution under Section 10(c), and Logistics shall invoice DKTS directly for such amounts or obligations;

(iv)    without limiting the foregoing, the following rights and benefits will run in favor of the Intermediary: (i) any rights with respect to custody and title to the Intermediary Materials subject to this Agreement, (ii) any obligations of Logistics with respect to the condition and maintenance of Tankage and the Terminal, (iii) any inspection and access rights and (iv) any rights relating to measurements and volume determinations, in all cases regardless of whether any specific provision in this Agreements makes any reference to DKTS’ assignee or the assignability of the right or benefit provided for in such provision;

(v)    during the Designation Period, the Intermediary and its successors and assigns shall be included as additional insured parties and loss payees with respect to the Materials under all insurance policies required to be maintained by Logistics under Section 15 and endorsements confirming the foregoing shall be provided to the Intermediary from time to time prior to the expiration or termination of the Designation Period upon the Intermediary’s reasonable request;

(vi)    during the Designation Period, DKTS shall not agree to any waivers or consents hereunder, or amendments or modifications hereto, in each case, that would reasonably be expected to materially adversely affect the Intermediary’s rights hereunder, without the prior express written agreement or consent of the Intermediary; and

(vii)    to confirm its ownership of and rights with respect to all Materials in the Tankage and the Terminal, Logistics and DKTS agree that during the Designation Period (1) the Intermediary is authorized and entitled to file, and maintain against each of such parties protective UCC filings (including making such amendments thereto as the Intermediary deems necessary) showing the Intermediary as owner of all Intermediary Materials from time to time located in the Tankage and the Terminal and (2) they shall execute such other documents and instruments (in form and substance reasonably satisfactory to the Intermediary) and take such further actions as the Intermediary may reasonably request, including the execution and filing in the relevant real estate records of memoranda of access or similar documents.

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(d)    The Intermediary shall reasonably cooperate with Logistics and DKTS in good faith in connection with any its inspection and audit rights hereunder and the resolution of any disputes between Logistics and DKTS hereunder.

(e)    Nothing herein shall limit or be deemed to limit any obligations or liabilities of DKTS to the Intermediary under the Inventory Intermediation Agreement or the other Transaction Documents or any rights or remedies of the Intermediary thereunder or pursuant to any other agreement between the Intermediary and another Party (as defined therein).

(f)    The Intermediary may, without any other party’s consent, assign and delegate all of the Intermediary’s rights and obligations under this Section 22 to (i) any Affiliate of the Intermediary, provided that the obligations of such Affiliate hereunder are guaranteed by Citigroup Global Markets Holdings, Inc. or (ii) any non-Affiliate Person that succeeds to all or substantially all of its assets and business and assumes the Intermediary’s obligations hereunder, whether by contract, operation of law or otherwise, provided that the creditworthiness of such successor entity is equal or superior to the creditworthiness of the Intermediary (taking into account any credit support for the Intermediary) immediately prior to such assignment, which determination shall be made by the Intermediary in good faith. Any other assignment by the Intermediary shall require the consent of DKTS and Logistics.

(g)    The provisions of this Section 22 shall terminate and have no further force or effect as of the end of the Designation Period. Notwithstanding anything in this Agreement to the contrary, the Intermediary shall have no right to terminate this Agreement for any reason.

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

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

DK TRADING & SUPPLY, LLC

By:    /s/ Joseph Israel     

Name:    Joseph Israel

Title:    Executive Vice President, DK & DKL Operations

DELEK LOGISTICS OPERATING, LLC

By:    /s/ Reuven Spiegel    

Name:    Reuven Spiegel    

Title:    Executive Vice President, Chief Financial Officer, and Treasurer

EX-10.4

Exhibit 10.4

EXECUTION VERSION

AMENDED AND RESTATED THROUGHPUT AGREEMENT

(El Dorado Rail Offloading Facility)

This Amended and Restated Throughput Agreement (this “Agreement”) is dated as of August 5, 2024 by and between DK Trading & Supply, LLC (“DKTS”), a Delaware limited liability company, and Delek Logistics Operating, LLC, a Delaware liability company (“Logistics”). Each of DKTS and Logistics are individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, Lion Oil Trading and Transportation, LLC, a Texas limited liability company (“LOTT”), Lion Oil Company, LLC an Arkansas limited liability Company (formerly Lion Oil Company, an Arkansas corporation, hereinafter “Lion Oil”) and Logistics entered into that certain Throughput Agreement (the “Original Agreement”) dated March 15, 2015 (the “Original Effective Date”);

WHEREAS, LOTT assigned all of its right, title and interested in the Original Agreement to DKTS pursuant to that certain Assignment and Assumption Agreement and Guaranty dated March 22, 2022, by and among LOTT, DKTS and Logistics;

WHEREAS, Lion Oil assigned all of its right, title and interest in the Original Agreement to DKTS pursuant to that certain Omnibus Assignment and Assumption Agreement dated September 12, 2022, by and among Lion Oil and DKTS;

WHEREAS, LOTT merged into DKTS with DKTS as the surviving entity on October 7, 2022; and

WHEREAS, DKTS and Logistics desire to amend and restate the Original Agreement as set forth herein.

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

Section 1.    Definitions and Interpretation.

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

“2025Heavy Crude Throughput Fee” has the meaning set forth in Section 2(c)(i).

“2025Light Crude Throughput Fee” has the meaning set forth in Section 2(c)(i).

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

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

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

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

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

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

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

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

“API” means the American Petroleum Institute.

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

“ASTM” means American Society for Testing and Materials.

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

“bpd” means barrels per day.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Effective Date” means July 1, 2024.

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

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

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

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

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

“Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of a public enemy, wars, terrorism, cyberattacks, blockades, insurrections, riots, storms, floods, washouts, arrests, the order of any court or Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, fires, leaks, releases, breakage, accident to machinery, storage tanks or lines of pipe, inability to obtain or unavoidable delay in obtaining material or equipment, inability to obtain Materials because of a failure of third-party pipelines, and any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension, delay or interruption and which through the exercise of commercially reasonable efforts such Party is unable to prevent or

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overcome; provided, however, that a Party’s inability to perform its economic obligations hereunder shall not constitute an event of Force Majeure.

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

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

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

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

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

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

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

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

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

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

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

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

“Lion Oil” has the meaning specified in the recitals to this Agreement.

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

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

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

“Materials” means any Crude Oil and other hydrocarbons.

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

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“Minimum Heavy Crude Throughput Volume” means (i) for Contract Quarters prior to August 1, 2025, an aggregate amount of Heavy Crude equal to 5,000 bpd multiplied by the number of calendar days in the Contract Quarter, and (ii) for Contract Quarters beginning on or after August 1, 2025, zero (0) bpd.

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

“Minimum Light Crude Throughput Volume” means (i) for Contract Quarters prior to August 1, 2025, an aggregate amount of Light Crude equal to 5,000 bpd multiplied by the number of calendar days in the Contract Quarter, and (ii) for Contract Quarters beginning on or after August 1, 2025, zero (0) bpd.

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

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

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

“Month” means a calendar month, except that the initial Month shall commence on the Effective Date and end July 31, 2024, and the final Month shall end on the last day of the Term.

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

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

“Omnibus Agreement” means that certain Fourth Amended and Restated Omnibus Agreement dated as of August 5, 2024, among Delek US, on behalf of itself and the other Delek Entities (as defined therein), Delek Refining, Ltd., Lion Oil, the Partnership, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, DKL Transportation, LLC, Logistics and the General Partner, as amended, supplemented or restated from time to time.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Transaction Agreements” means, collectively, this Agreement, the Purchase Agreement, the Omnibus Agreement, the Lease and Access Agreement (El Dorado Rail Offloading Facility) dated as of March 31, 2015 between DKTS and Logistics and the Amended

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and Restated Site Services Agreement (El Dorado Terminal and Throughput and Rail Offloading Facility) dated as of March 31, 2015 between Lion Oil and Logistics, each as may be amended, supplemented or restated from time to time.

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

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

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

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

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

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

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

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

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

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

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

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

(xii)    the singular number includes the plural and vice-versa, whenever the context so requires; and (xiii) if a term is defined as one part of speech (such as a noun),

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it shall have a corresponding meaning when used as another part of speech (such as a verb).

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

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

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

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

(c)    Throughput Fees at the Rail Offloading Facility.

(i)    The throughput fee initially applicable to throughput of Light Crude at the Rail Offloading Facility shall be $1.500 per barrel as of the Effective Date (the “Initial Light Crude Throughput Fee”), and $1.480 per barrel effective as of August 1, 2025 (the “2025Light Crude Throughput Fee”) and the throughput fee initially applicable to throughput of Heavy Crude at the Rail Offloading Facility as of the Effective Date shall be $3.380 (the “InitialHeavy Crude Throughput Fee”), and shall be $3.340 per barrel effective as of August 1, 2025 (the “2025Heavy Crude Throughput Fee” and, together with the Initial Light Crude Throughput Fee, the 2025 Light Crude Throughput Fee, the Initial Heavy Crude Throughput Fee, and the 2025 Heavy Crude Throughput Fee, collectively the “Throughput Fees”).

(ii)    In accordance with Section 2(f), DKTS shall pay Logistics an amount equal to (A) the Light Crude Throughput Fee multiplied by the Actual Light Crude Throughput plus (B) the Heavy Crude Throughput Fee multiplied by the Actual Heavy Crude Throughput (the sum of such Throughput Fees for all Months in a Contract Quarter, the “Actual Quarterly Throughput Payment”); provided, however, that the Actual Quarterly Throughput Payment prior to August 1, 2025, shall be not less than $2,217,375 (prorated for any partial Contract Quarter) (the “Minimum Quarterly Throughput Payment”), which amount was calculated based on the basis of assumed throughput equal to (1) the Minimum Throughput Volume multiplied by (x) the

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applicable Throughput Fees and (y) 365 days, divided by (2) four, and (ii) beginning August 1, 2025, there will be no Minimum Quarterly Throughput Payment.

(iii)    The Throughput Fees shall be adjusted on July 1 of each Contract Year commencing on July 1, 2025, by an amount equal to the increase or decrease, if any, in the Inflation Index; provided, however, that the Throughput Fees shall not be decreased below the applicable Throughput Fees provided in this Section 2(c). If the PPI is no longer published, Logistics and DKTS shall negotiate in good faith to agree upon a new index that gives comparable protection against inflation and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the Throughput Fees. If DKTS and Logistics are unable to agree upon a new index, the new index will be determined by arbitration in accordance with Section 17(l) and the same method of adjustment for increases in the new index shall be used to calculate increases in the Throughput Fees. After any adjustment to the Throughput Fees pursuant to this Section 2(c)(iii), the Minimum Quarterly Throughput Payment shall be recalculated as provided in Section 2(c)(ii) on such redetermination dates based on such adjusted Throughput Fees.

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

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

(e)    Taxes. DKTS will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Materials delivered by DKTS to the Rail Offloading Facility, including, but not limited to, any state gross receipts and compensating (use) taxes; provided, however, that DKTS shall not be liable hereunder for taxes (including ad valorem taxes) assessed against Logistics based on Logistics’ income or ownership of the Rail Offloading Facility. Should any Party be required to pay or collect any taxes, duties, charges and or assessments pursuant to any federal, state, county or municipal law or authority now in effect or hereafter to become effective which are payable by the other Party pursuant to this Section 2(e), the proper Party shall promptly reimburse the other Party therefor.

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

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

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

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

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

(iv)    Prior to beginning any construction on the Capital Improvement, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and DKTS shall have agreed on (A) an additional monthly payment amount to be paid by DKTS to

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

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

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

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

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

(i)    Scheduling and Accepting Deliveries.

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

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

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

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

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

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

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

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

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

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

Section 3.    Custody, Title and Risk of Loss.

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

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

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

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

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

Section 4.    Force Majeure.

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

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extend the Term for the same period of time as such Force Majeure event continues (up to a maximum of one year) unless this Agreement is terminated under Section 4(b).

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

Section 5.    Effectiveness and Term.

(a)    The initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and shall extend through and including June 30, 2031. Thereafter, DKTS shall have a unilateral option to extend this Agreement for an additional period extending through and including June 30, 2036, on the same terms and conditions set forth herein (the “Renewal Term”). The Initial Term and the Renewal Term are sometimes referred to collectively herein as the “Term.” In order to exercise its option to extend this Agreement for the Renewal Term, DKTS shall notify Logistics in writing not less than 12 months prior to the expiration of the Initial Term or the Renewal Term, as applicable.

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

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

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

Section 6.    Right to Enter into a New Agreement.

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

Section 7.    Notices.

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

if to DKTS:

DK Trading & Supply, LLC

c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

DK Trading & Supply, LLC
c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: President

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if to Logistics:

Delek Logistics Operating, LLC

310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

Delek Logistics Operating, LLC

310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: Senior Vice President

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

Section 8.    Deficiency Payments.

(a)    As soon as practicable following the end of each Month, Logistics shall deliver to DKTS a written notice (the “Deficiency Notice”) detailing any failure of DKTS to meet any of its payment obligations under this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any payment deficiency and (ii) specify the approximate dollar amount that Logistics believes would have been paid by DKTS to Logistics if DKTS had complied with its payment obligations under this Agreement (the “Deficiency Payment”). DKTS shall pay the Deficiency Payment to Logistics 10 days after its receipt of the Deficiency Notice.

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

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

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Section 9.    Condition and Maintenance of Rail Offloading Facility.

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

(b)    Maintenance and Repair Standards. Subject to interruptions for Force Majeure events pursuant to Section 4 and for routine repair and maintenance consistent with industry standards, Logistics shall maintain the Rail Offloading Facility with sufficient aggregate capacity to offload and throughput a volume of Materials at least equal to the Minimum Throughput Capacity. Logistics shall be under no obligation hereunder to maintain the tracks, locomotives or railcars. Logistics’ obligations may be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure event or interruptions for routine repair and maintenance consistent with industry standards that prevent Logistics from providing the Minimum Throughput Capacity. To the extent DKTS is prevented for 30 or more days in any Contract Year from delivering volumes for offload and throughput equal to the full Minimum Throughput Capacity for reasons of Force Majeure or other interruption of service (but not including interruptions of service due to a default by DKTS under this Agreement), in each case to the extent affecting the facilities or assets of Logistics, then the Minimum Quarterly Throughput Payment shall be calculated as follows:

This reduction to the Minimum Quarterly Throughput Payment occurs regardless of whether actual throughput prior to the reduction was below the Minimum Throughput Capacity. At such

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

(c)    Capacity Resolution. In the event of the failure of Logistics to maintain the Rail
Offloading Facility with sufficient capacity to offload and throughput the Minimum Throughput Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration which will, among other things, specify steps to be taken by Logistics to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with applicable industry standards and shall take into consideration Logistics’ economic considerations relating to costs of the repairs and DKTS’ requirements concerning its refining and marketing operations. Logistics shall use commercially reasonable efforts to continue to provide offload and throughput of DKTS’ Materials, to the extent the Rail Offloading Facility has the capability of doing so, during the period before Restoration is completed. In the event that DKTS’ economic considerations justify incurring additional costs to complete the Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, DKTS may require Logistics to expedite the Restoration to the extent reasonably possible, subject to DKTS’ payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan wherein DKTS agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement pursuant to Section 4(b) above so long as such Restoration is completed with due diligence and dispatch, and DKTS shall pay its portion of the Restoration cost to Logistics in advance based on a good faith estimate based on reasonable engineering standards. Upon completion, DKTS shall pay the difference between the actual portion of Restoration costs to be paid by DKTS pursuant to this Section 9(c) and the estimated amount paid under the preceding sentence within 30 days after receipt of Logistics’ invoice therefor, or, if appropriate, Logistics shall pay DKTS the excess of the estimate paid by DKTS over Logistics’ actual costs as previously described within 30 days after completion of the Restoration.

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

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

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

(g)    For the avoidance of doubt, the parties acknowledge that the Rail Offloading Facility is subject to certain restrictions in the Omnibus Agreement.

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

(i)    Additional Documentation. Logistics agrees that it shall provide DKTS:

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

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

Section 10.    Offload, Throughput and Handling Services

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

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

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

Section 11.    [Reserved]

Section 12.    Suspension of Refinery Operations

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

(b)    From and after the second anniversary of the Original Effective Date, in the event that Lion Oil decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least 12 consecutive months, DKTS may provide written notice to Logistics of DKTS’ intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Original Effective Date) after DKTS has notified Logistics of such suspension and, upon the expiration of the period of 12 months (which may run concurrently with the 12-month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If DKTS notifies Logistics, more than two months prior to the expiration of the Notice Period, of Lion Oil’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 4(a) and Section 12(c), during the Notice Period, DKTS shall remain liable for Deficiency Payments. During the Notice Period, Logistics may terminate this Agreement upon 60 days’ prior written notice to DKTS in order to enter into an agreement to provide any third party the services provided to DKTS under this Agreement; provided, however, that Logistics shall not have the right to terminate this Agreement for so long as DKTS continues to make Deficiency Payments.

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

Section 13.    Regulatory Matters

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

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

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

Section 14.    Indemnification

(a)    Logistics shall defend, indemnify and hold harmless DKTS, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “DKTS Indemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by Logistics of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Logistics made herein or in connection herewith proving to be false or misleading, (ii) any failure by Logistics, its Affiliates or any of their respective employees, representatives, agents or

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contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by Logistics, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Materials hereunder, or the operation of locomotives, railcars or track switching equipment in connection herewith, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the DKTS Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, Logistics’ liability to the DKTS Indemnitees pursuant to this Section 14(a) shall be net of any insurance proceeds actually received by the DKTS Indemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. DKTS agrees that it shall, and shall cause the other DKTS Indemnitees to, (x) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the DKTS Indemnitees are entitled with respect to or on account of any such damage or injury, (y) notify Logistics of all potential claims against any third Person for any such insurance proceeds, and (z) keep Logistics fully informed of the efforts of the DKTS Indemnitees in pursuing collection of such insurance proceeds.

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

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against any third Person for any such insurance proceeds, and (z) keep DKTS fully informed of the efforts of the Logistics Indemnitees in pursuing collection of such insurance proceeds.

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

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

Section 15.    Limitation on Damages

Notwithstanding anything to the contrary contained herein, neither Party shall be liable or responsible to the other Party or such other Party’s affiliated Persons for any consequential, punitive, special, incidental or exemplary damages, or for loss of profits or revenues (collectively referred to as “Special Damages”) incurred by such Party or its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect Special Damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement; provided further that to the extent a Party hereunder receives insurance proceeds with respect to Special Damages that would be waived under this Section 15, such Party shall be liable for such Special Damages up to the amount of such insurance proceeds (net of any deductible and premiums paid with respect thereto).

Section 16.    [Reserved]

Section 17.    Miscellaneous

(a)    Modification; Waiver. This Agreement may be terminated, amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement may be waived in writing at any time by the Party entitled to the benefits thereof. No waiver of any of the terms and conditions of this Agreement, or any breach thereof, will be effective unless in writing signed by a duly authorized individual on behalf of the Party against which the waiver is sought to be enforced. No waiver of any term or condition or of any breach of this Agreement will be deemed or will constitute a waiver of any other term or condition or of

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any later breach (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided.

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

(c)    Successors and Assigns.

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

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

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

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

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

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

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

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

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

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

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

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

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

(l)    Arbitration Provision. Any and all Disputes, other than actions seeking solely injunctive relief to prevent immediate harm, shall be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 17(l) and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 17(l) will control the rights and obligations

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of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“Claimant”) serving written notice on the other Party (“Respondent”) that the Claimant elects to refer the Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of DKTS, Logistics or any of their Affiliates and (ii) have not less than seven years of experience in the energy industry. The hearing will be conducted in Houston, Texas and commence within 30 days after the selection of the third arbitrator. DKTS, Logistics and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages.

(m)    Confidentiality.

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

(ii)    Required Disclosure. Notwithstanding Section 17(m)(i) above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or is required to disclose pursuant to the rules and regulations of any national securities exchange upon which the receiving Party or its parent entity is listed, any of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party’s Confidential Information that it is required to

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disclose and shall cooperate with the disclosing Party in allowing the disclosing Party to obtain such protective order or other relief.

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

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

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

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

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

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

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

DELEK LOGISTICS OPERATING, LLC

By: /s/ Reuven Spiegel    

Name: Reuven Spiegel    

Title: Executive Vice President, Chief Financial Officer, and Treasurer

DK TRADING & SUPPLY, LLC

By:    /s/ Joseph Israel     

Name:    Joseph Israel

Title:    Executive Vice President, DK & DKL Operations

EX-10.5

Exhibit 10.5

AMENDED AND RESTATED TANKAGE AGREEMENT

(Tyler Crude Storage Tank 701)

This Amended and Restated Tankage Agreement (this “Agreement”) is dated as of August 5, 2024, by and between DK Trading & Supply, LLC (“DKTS”) a Delaware limited liability company, and Delek Marketing & Supply, LP, a Delaware limited partnership (“Logistics”). Each of DKTS and Logistics are individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, Delek Refining, Ltd., а Texas limited partnership (“Refining”) and Logistics entered into that certain Tankage Agreement dated March 31, 2015 (the “Original Agreement”);

WHEREAS, Refining assigned all of its right, title and interest in the Original Agreement to DKTS pursuant to that certain Omnibus Assignment and Assumption Agreement dated September 13, 2022, by and between Refining and DKTS; and

WHEREAS, the Parties desire to amend and restate the Original Agreement as set forth herein.

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

Section 1.    Definitions.

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

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

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

“Ancillary Services” means the services to be provided by Logistics to DKTS as agreed from time to time, including tank-to-tank transfers, blending, tank mixing and heating.

“Ancillary Services Fees” means, for any month during the Term of this Agreement, the fees as agreed from time to time to be paid by DKTS pursuant to Section 2(n) during that month for Ancillary Services provided by Logistics.

“API” means the American Petroleum Institute.

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

“ASTM” means American Society for Testing and Materials.

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

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

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

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

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

“Claimant” shall have the meaning assigned to such term in Section 13(i).

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

disclosing Party that, insofar as is known to the receiving Party after reasonable inquiry, is not prohibited from transmitting the information to the recipient by a contractual, legal or fiduciary obligation to the disclosing Party.

“Contract Quarter” means a three-month period that commences on January 1, April 1, July 1 or October 1, and ends on March 31, June 30, September 30 or December 31 of each calendar year, respectively, except that the final Contract Quarter shall end on the last day of the Term.

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

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

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

“Deficiency Notice” has the meaning set forth in Section 7(а).

“Deficiency Payment” has the meaning set forth in Section 7(a).

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

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

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

“DKTS Indemnitees” has the meaning set forth in Section 11(a).

“Effective Date” means July 1, 2024.

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

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

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

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

“First Offer Period” has the meaning set forth in Section 5.

“Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of a public enemy, wars, terrorism, cyberattacks, blockades, insurrections, riots, storms, floods, washouts, arrests, the order of any court or Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, fires, leaks, releases, breakage, accident to machinery, storage tanks or lines of pipe, inability to obtain or unavoidable delay in obtaining material or equipment, inability of obtain Products because of a failure of third-party pipelines and any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension and which by the exercise of commercially reasonable efforts such Party is unable to prevent or overcome; provided, however, that a Party’s inability to perform its economic obligations hereunder shall not constitute an event of Force Majeure.

“Force Majeure Notice” has the meaning set forth in Section 3(a).

“Force Majeure Party” has the meaning set forth in Section 3(a).

“Force Majeure Period” has the meaning set forth in Section 3(a).

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

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

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

“Initial Term” has the meaning set forth in Section 4(a).

“Intermediates” means any hydrocarbons that are unfinished products or that require further processing to be sold as, or blended into, finished products.

“Liabilities” means any Costs of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out

of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any Costs arising from compliance or non-compliance with Applicable Law.

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

“Logistics Indemnitees” has the meaning set forth in Section 11(b).

“Materials” means any Crude Oil, Intermediates and other hydrocarbons stored under this Agreement.

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

“Off-Spec Materials” means Materials that does not meet the quality specifications established by the operator of any pipeline into which stored Materials may be delivered.

“Omnibus Agreement” means that certain Fourth Amended and Restated Omnibus Agreement dated as of August 5, 2024, among Delek US, on behalf of itself and the other Delek Entities (as defined therein), Refining, Lion Oil Company, the Partnership, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Logistics, DKL Transportation, LLC, Delek Logistics Operating, LLC and the General Partner, as amended, supplemented or restated from time to time.

“Original Agreement” has the meaning set forth in the recitals of this Agreement.

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

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

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

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

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

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

“Purchase Agreement” means the Asset Purchase Agreement (Tyler Crude Storage Tank 701) dated as of March 31, 2015 between Refining, as seller, and Logistics, as buyer, as amended, supplemented or restated from time to time.

“Receiving Party Personnel” has the meaning set forth in Section 13(j)(iv).

“Refinery” means Refining’s Crude Oil refinery in Tyler, Texas.

“Refining” has the meaning set forth in the recitals of this Agreement.

“Renewal Term” has the meaning set forth in Section 4(a).

“Respondent” shall have the meaning assigned to such term in Section 13(i).

“Restoration” has the meaning set forth in Section 8(c).

“Right of First Refusal” has the meaning set forth in Section 5.

“Special Damages” has the meaning set forth in Section 12.

“Storage Fee” has the meaning set forth in Section 2(b)(i).

“Tank Cleaning” means removal of Waste from the Tankage as per Logistics’ engineering standards and practices, as in effect from time to time.

“Tankage” means tank number 701 adjacent to the Refinery.

“Term” has the meaning set forth in Section 4(a).

“Termination Notice” has the meaning set forth in Section 3(b).

“Total Delivery Failure” has the meaning set forth in Section 3(a).

“Transaction Agreements” means, collectively, this Agreement, the Purchase Agreement, the Omnibus Agreement, the Lease and Access Agreement (Tyler Terminal and Tankage) dated as of March 31, 2015 between Refining and Logistics and the Amended and Restated Site Services Agreement (Tyler Terminal and Tankage) dated as of March 31, 2015 between Refining and Logistics.

“Waste” means tank bottoms, flushings, Materials or samples remaining in Tankage, drums or in other containers, including waste water, and stored beyond their agreed upon storage period, unrecoverable residue resulting from the proper storage and handling of Materials, including cleaning of Tankage, and any other material resulting from the Materials stored hereunder.

Section 2.    Agreement to Use Services Relating to the Tankage.

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

(a)    Obligations of Logistics. During the Term and subject to the terms and conditions of this Agreement, Logistics agrees to own or lease and operate and maintain in accordance with

Section 8 all assets of Logistics and its Affiliates necessary to accept deliveries from DKTS and to provide the services required under this Agreement.

(b)    Storage Fee for the Tankage.

(i)    DKTS shall pay Logistics a fee of $277,583.280 per month (the “Storage Fee”) for dedicated use of all of the storage capacity in the Tankage. Such Storage Fee shall decrease to $206,541.500 per month beginning on April 1, 2026.

(ii)    Notwithstanding the foregoing, in the event that the Effective Date is any date other than the first day of а calendar month, then the Storage Fee for the initial contract month shall be prorated based upon the number of days remaining in such month.

(iii)    Subject to Section 8, the Materials storage capacity provided to DKTS in the Tankage may be temporarily reduced by Logistics as a result of repairs and/or maintenance on storage tanks that reduce the storage capacity available in Tankage.

(iv)    The amount of the Storage Fee shall be adjusted on July 1 of each Contract Year commencing on July 1, 2025, by an amount equal to the increase or decrease, if any, in the Inflation Index; provided, however, that the Storage Fee shall not be decreased below the applicable Storage Fee provided in this Section 2(b). If the PPI is no longer published, DKTS and Logistics shall negotiate in good faith to agree upon a new index that gives comparable protection against inflation and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the Storage Fee. If DKTS and Logistics are unable to agree upon а new index, the new index will be determined by arbitration in accordance with Section 13(i).

(v)    During the Term of this Agreement, if new laws or regulations are enacted that require Logistics to make substantial and unanticipated capital expenditures with respect to the Tankage, the Parties will renegotiate the Storage Fee in good faith in order to compensate Logistics on account of such incremental capital costs. The Parties shall use their commercially reasonable efforts to mitigate the impact of, and comply with, such new laws or regulations. If DKTS and Logistics are unable to agree upon a renegotiated Storage Fee, the renegotiated Storage Fee will be determined by arbitration in accordance with Section 13(i).

(c)    Operating and Capital Expenses. During the Term and subject to the terms and conditions of this Agreement, including Section 2(i), Logistics will bear 100% of all operating and capital expenses incurred in its operation of the Tankage. For the avoidance of doubt, such operating expenses shall include all tank inspections (including inspections in compliance with API Standard 653 for Aboveground Storage Tanks) conducted after the Effective Date on the tanks included within the Tankage, including any repairs or tests or consequential remediation that may be required to be made to such Tankage as a result of any discovery made during such inspections.

(d)    Custody Transfer and Title.

(i)    Pipeline. For Materials received into the Tankage by a pipeline, custody of the Materials shall pass to Logistics at the point in the receiving line for the Tankage where such Materials exit the first flange past the applicable meter proving skid. For Materials delivered by the Tankage into a pipeline, custody of the Materials shall pass to DKTS at the point in the applicable tank’s delivery line where such Materials leave the perimeter of the land leased or owned by Logistics surrounding that tank.

(ii)    General. Title to all DKTS’ Materials received in Logistics’ facilities shall remain with DKTS at all times. Both Parties acknowledge that this Agreement represents a bailment of Materials by DKTS to Logistics and not a consignment of Materials, it being understood that Logistics has no authority hereunder to sell or seek purchasers for the Materials of DKTS, except as provided in Section 4(c). DKTS hereby warrants that it shall, at all times, have good title to and the right to deliver, store and receive Materials delivered pursuant to the terms of this Agreement. Logistics shall be responsible for any loss or damage to the Materials that occurs while such Materials are in its custody, to the extent such loss or damage is caused by Logistics or its Affiliates or any third-party use of the Tankage, and shall have no responsibility for any loss or damage to the Materials that occurs while such Materials are not in its custody.

(e)    Product Quality; Contamination.

(i)    DKTS shall not deliver to the Tankage any Materials which: (A) would in any way be injurious to the Tankage; (B) may not be lawfully stored at such facilities; (C) would render the Tankage unfit for the proper storage or handling of similar Materials; or (D) would not meet all relevant ASTM specifications, Applicable Laws and applicable requirements for the shipment thereof.

(ii)    Logistics shall use commercially reasonable efforts to avoid contamination of DKTS’ Materials in Logistics’ custody with any dissimilar Materials and shall be liable to DKTS for any change in the quality of such Materials stored in the Tankage, in each case caused by Logistics or its Affiliates or any third-party use of the Tankage. If DKTS has delivered to the Tankage Materials that have been contaminated by the existence of and/or excess amounts of substances foreign to Materials which could cause harm to users of the contaminated Materials, the Tankage or Logistics, DKTS shall be responsible for removing DKTS’ contaminated Materials from the Tankage. Any liability, loss, damage or expense associated with the contamination of DKTS’ Materials, including in connection with any regulatory or judicial proceeding arising out of or relating to such contamination, arising out of or in connection with a breach of this Section 2(e) by Logistics and/or its Affiliates shall be the sole responsibility of Logistics; provided, however, that any liability or expense caused by DKTS or its Affiliates shall be borne by DKTS.

(iii)    DKTS shall be responsible for any fees or charges with respect to any costs associated with the outbound movement of any Off-Spec Materials.

(f)    Measurement. All quantities of Materials received and delivered by pipeline shall be measured and determined based upon the meter readings of the pipeline operator, as reflected by delivery tickets, or if such meters are unavailable, by applicable calibration tables. Deliveries by book transfer shall be reflected by entries in the books of Logistics. All quantities shall be adjusted to net gallons at 60° F in accordance with ASTM D-1250 Petroleum Measurement Tables, or the latest revisions thereof. A barrel shall consist of 42 U.S. gallons and a gallon shall contain 231 cubic inches. Meters and temperature probes shall be calibrated according to applicable API standards. At least quarterly, DKTS shall have the right, in accordance with rack location procedure, to verify, or cause to be verified, said calibration, with any third-party costs and expenses to be borne by DKTS. Storage tank gauging shall be performed by Logistics’ personnel daily. Logistics’ gauging shall be deemed accurate unless challenged by an independent certified gauger. DKTS may perform, or cause to be performed, joint gauging with Logistics’ personnel (or, at DKTS’ sole expense, with third-party personnel) at the time of delivery or receipt of Materials, to verify the amount involved. If DKTS should request an independent gauger, such gauger must be reasonably acceptable to Logistics, and the costs of such independent gauger shall be at DKTS’ sole expense.

(g)    Taxes. DKTS will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Materials delivered by DKTS at the Tankage, including, but not limited to, any state gross receipts and compensating (use) taxes; provided, however, that DKTS shall not be liable hereunder for taxes (including ad valorem taxes) assessed against Logistics based on Logistics’ income or ownership of the Tankage. Should any Party be required to pay or collect any taxes, duties, charges and or assessments pursuant to any federal, state, county or municipal law or authority now in effect or hereafter to become effective which are payable by the other Party pursuant to this Section 2(g),the proper Party shall promptly reimburse the other Party therefor.

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

(i)    Capital Improvements. During the term of this Agreement, DKTS shall be entitled to designate Capital Improvements to be made to the Tankage. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by DKTS may be constructed:

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

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

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

(iv)    Prior to beginning any construction on the Capital Improvement, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and DKTS shall have agreed on (A) an additional monthly payment amount to be paid by DKTS to Logistics (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed upon term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which DKTS is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide Logistics the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to Logistics reasonably anticipated to be received by Logistics from DKTS (or from a third party pursuant to a direct contractual commitment to Logistics) in connection with such Capital Improvement, or (B) another adjustment to the Storage Fee, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the designated storage capacity in the Tankage, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and DKTS’ obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement). In connection with the construction of any Capital

Improvement pursuant to this Section 2(i)(iv), DKTS shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. DKTS shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k).The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(i)(iv) shall be treated as the separate property of Logistics.

(v)    If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(i)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Tankage, taken as a whole, or result in any material additional unreimbursed costs to Logistics, then DKTS may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, DKTS shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by DKTS pursuant to this Section 2(i)(v) shall be treated as the separate property of DKTS. Logistics shall reasonably cooperate with DKTS in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Tankage, subject to DKTS’ reimbursing Logistics on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics in good faith. DKTS shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by DKTS of any Capital Improvement constructed by DKTS pursuant to this Section 2(i)(v).

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

(j)    Notification of Utilization. Upon request by Logistics, DKTS will provide to Logistics written notification of DKTS’ reasonable good faith estimate of its anticipated future utilization of the Tankage.

(k)    Scheduling and Accepting Deliveries.

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

(ii)    All deliveries, receipts and withdrawals hereunder shall be made in accordance with the scheduling procedures and processes mutually agreed upon by the Parties. DKTS warrants that it shall only send to the Tankage those employees, agents and other representatives acting on behalf of and at DKTS’ direction who have been properly instructed as to the characteristics and safe hauling methods associated with the Materials to be loaded and hauled. DKTS agrees to be responsible to Logistics for the

performance under this Agreement by its agents and/or representatives receiving Materials at the Tankage.

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

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

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

(n)    Ancillary Services. Logistics shall provide the Ancillary Services and DKTS shall pay the applicable Ancillary Services Fees for such services. If any additional ancillary services are requested by DKTS that are different in kind, scope or frequency from the Ancillary Services that have been historically provided, then the Parties shall negotiate in good faith to determine whether such ancillary services may be provided and the appropriate rates to be charged for such ancillary services.

(o)    Removal of Tank for Service or Inspection. Subject to Section 8(c), the Parties agree that if they mutually determine to remove the Tankage from service or if the Tankage is removed from service for inspection in compliance with API Standard 653 for Aboveground Storage Tanks, then Logistics will not be required to utilize, operate or maintain such tank or provide the services required under this Agreement with respect to such tank.

(p)    Documentation. Logistics shall furnish DKTS with the following reports covering services hereunder involving DKTS’ Materials:

(i)    Within 10 Business Days following the end of the month, a statement showing, by Material: (A) DKTS’ monthly aggregate deliveries into the Tankage; (B) DKTS’ monthly receipts from the Tankage; (C) calculation of all DKTS’ monthly services fees under this Agreement; (D) DKTS’ opening inventory for the preceding month; and (E) DKTS’ closing inventory for the preceding month.

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

(iii)    Transfer documents for each in-tank transfer.

Section 3.    Force Majeure.

(a)    In the event that either Party is rendered unable, wholly or in part, by a Force Majeure event to perform its obligations under this Agreement, then upon the delivery by such Party (the “Force Majeure Party”) of written notice (a “Force Majeure Notice”) and full particulars of the Force Majeure event as promptly as practicable after the occurrence of the Force Majeure event relied on, the obligations of the Parties, to the extent they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused; provided, that the obligations of Logistics hereunder may be suspended for a Force Majeure event only to the extent the Force Majeure event specifically applies to the Tankage or any of the pumps, piping and other ancillary equipment owned by Logistics necessary to allow for the delivery, storage or take-away of Materials at the Tankage. Notwithstanding the foregoing, if DKTS is the Force Majeure Party, DKTS shall be required to continue to make payments for the Storage Fee, unless the Force Majeure event claimed by DKTS causes the failure of all pipelines capable of delivering Materials to the Tankage, resulting in a total lack of delivery capacity for DKTS’ Materials (a “Total Delivery Failure”), in which case, the Storage Fee shall only be paid to the extent DKTS utilizes the Tankage for the storage of its Materials during the applicable month. If Logistics is the Force Majeure Party, the Storage Fee shall be subject to adjustment pursuant to Section 8(c). The Force Majeure Party shall identify in such Force Majeure Notice the approximate length of time that it believes in good faith such Force Majeure event shall continue (the “Force Majeure Period”). DKTS shall be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch. Any suspension of the obligations of the Parties under this Section 3(a) as a result of a Force Majeure event shall extend the Term for the same period of time as such Force Majeure event continues (up to a maximum of one year) unless this Agreement is terminated under Section 3(b).

(b)    If Logistics is the Force Majeure Party, and it advises DKTS in any Force Majeure Notice that Logistics reasonably believes in good faith that the Force Majeure Period shall continue for more than 12 consecutive months, then at any time after the delivery of such Force Majeure Notice, either Party may deliver to the other Party a notice of termination (a “Termination Notice”), which Termination Notice shall become effective not earlier than 12 months after the delivery of the Termination Notice; provided, however, that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends before the Termination Notice becomes effective. Upon the cancellation of any Termination Notice, the Parties’ respective obligations hereunder shall resume as soon as reasonably practicable thereafter, and the Term shall be extended by the same period of time as is required for the Parties to resume such obligations.

(c)    If DKTS is the Force Majeure Party, and it advises Logistics in any Force Majeure Notice that DKTS reasonably believes in good faith that a Total Delivery Failure shall continue for more than 12 consecutive months, then at any time after the delivery of such Force Majeure Notice, either Party may deliver to the other Party a Termination Notice, which Termination Notice shall be subject to the same terms and conditions set forth in Section 3(b).

Section 4.    Effectiveness and Term.

(a)    The initial term of this Agreement (the “Initial Term”) shall commence at 00:00:01 a.m., CPT, on the Effective Date and shall extend through and including June 30, 2031. Thereafter, the Company shall have a unilateral option to extend this Agreement for an additional period extending through and including June 30, 2036, on the same terms and conditions set forth herein (each, a “Renewal Term”). The Initial Term and any Renewal Terms are sometimes referred to collectively herein as the “Term.” In order to exercise its option to extend this Agreement for a Renewal Term, the Company shall notify the Partnership in writing not more than twenty-four (24) months and not less than twelve (12) months prior to the expiration of the Initial Term or any Renewal Term, as applicable.

(b)    This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time upon written notice by either Party in the event the other Party commits a material breach of or materially defaults under the terms of this Agreement, and such breach or default is not cured (or a plan to cure such breach or default reasonably satisfactory to the non-breaching or non-defaulting Party has been adopted and is being diligently pursued by the breaching or defaulting Party) within 15 calendar days after receipt by the breaching Party of written notice from the non-breaching Party of such breach or default.

(c)    Upon expiration or termination of this Agreement, Logistics shall be responsible for removing any remaining Materials of DKTS from the Tankage. Logistics shall have the right to sell such Materials at market rates and return any proceeds to DKTS, less delivery costs in effect at the time of such sale.

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

Section 5.    Right to Enter into a New Agreement.

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

Section 6.    Notices.

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

if to DKTS:

DK Trading & Supply, LLC

c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

DK Trading & Supply, LLC
c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: President

if to Logistics:

Delek Marketing & Supply, LP
c/o Delek Marketing GP, LLC.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

Delek Marketing & Supply, LP
c/o Delek Marketing GP, LLC.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: Senior Vice President

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

Section 7.    Deficiency Payments.

(a)    As soon as practicable following the end of each calendar month under this Agreement, Logistics shall deliver to DKTS a written notice (the “Deficiency Notice”) detailing any failure of DKTS to meet any of its payment obligations under this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any payment deficiency and (ii) specify the approximate dollar amount that Logistics believes would have been paid by DKTS to Logistics if DKTS had complied with its payment obligations under this Agreement (the “Deficiency Payment”). DKTS shall pay the Deficiency Payment to Logistics 10 days after its receipt of the Deficiency Notice.

(b)    If DKTS disagrees with the Deficiency Notice, then, promptly following the payment of any undisputed portion of the Deficiency Payment to Logistics, a senior officer of DKTS and a senior officer of Logistics shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within 30 days following the payment of any Deficiency Payment, DKTS and Logistics shall, within 45 days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13. During the 60-day period following the receipt of the Deficiency Notice, DKTS shall have the right, in accordance with Section 13(k), to inspect and audit the working papers of Logistics relating to such Deficiency Payment.

(c)    If it is determined by arbitration in accordance with Section 13 that DKTS was required to make any or all of the disputed portion of the Deficiency Payment, DKTS shall promptly pay to Logistics such amount, together with interest thereon from the date provided in the last sentence of Section 7(a) at the Prime Rate, in immediately available funds.

Section 8.    Condition and Maintenance of Tankage.

(a)    Interruption of Service. Logistics shall use reasonable commercial efforts to minimize the interruption of service at the Tankage. Without limiting the generality of the foregoing, Logistics agrees that it will use reasonable commercial efforts, consistent with good industry standards and practices, to complete (and to cause any third parties to complete) any non-emergency maintenance undertaken by Logistics as promptly as reasonably practicable.

(b)    Notice Requirements for Planned and Unplanned Interruption of Service. Logistics shall inform DKTS at least 60 days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of service of the Tankage including relevant information about the nature, extent, cause and expected duration of the interruption and the actions Logistics is taking to resume full operations, provided that Logistics shall not have any liability for any failure to notify, or delay in notifying, DKTS of any such matters except to the extent DKTS has been materially damaged by such failure or delay. Logistics shall provide DKTS with an initial estimate of the period of any non-emergency maintenance and shall regularly update DKTS as to the progress of such maintenance. If

Logistics determines that the expected completion date for maintenance has or is likely to change by 30 days or more, it shall promptly notify DKTS of such determination.

(c)    Maintenance and Repair Standards. Subject to interruptions for Force Majeure events pursuant to Section 3 and for routine repair and maintenance consistent with industry standards, Logistics shall maintain the Tankage in a condition suitable for the storage of Materials consistent with industry standards. Recalibration or strapping of the Tankage will be performed from time to time by Logistics upon the reasonable request of DKTS or otherwise in accordance with generally accepted industry standards. Logistics’ obligations may be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure event or interruptions for routine repair and maintenance consistent with industry standards that prevent Logistics from providing the designated storage capacity in the Tankage. Subject to Section 8(e), to the extent DKTS is prevented for 30 or more days in any Contract Year from storing its Materials in the Tankage for reasons of Force Majeure or other interruption of service affecting the facilities or assets of Logistics (but not including interruptions of service due to a default by DKTS under this Agreement), then the Storage Fee shall be reduced by $6,000 per each day in excess of 30 days in such Contract Year during which no storage capacity was available (which amount shall be adjusted in accordance with the adjustments to the Storage Fee provided for in Section 2(b), if applicable). At such time as Logistics is capable of storing Materials in the Tankage, DKTS’ obligation to pay the full Storage Fee shall be restored. If for any reason, including, without limitation, a Force Majeure event, the storage capacity of the Tankage should become unavailable, (i) such failure, in and of itself, shall not be deemed a breach of this Agreement, (ii) subject to Section 4(b), DKTS’ sole remedy will be for an adjustment to the monthly payment and (iii) Logistics shall, with due diligence and dispatch, make repairs to the Tankage to restore the storage capacity of the Tankage to that required under this Agreement for storing of the Materials in the Tankage (“Restoration”). All of such Restoration shall be at Logistics’ cost and expense, unless the damage creating the need for such repairs was caused by the negligence or willful misconduct of DKTS, its employees, agents or customers. For the avoidance of doubt, any unavailability of the Tankage attributable to the landing of the tank roof at DKTS’ request pursuant to Section 8(f)(iii) shall be deemed not to be an interruption of service under this Section 8(c).

(d)    Tank Cleaning. Without limiting the generality of the foregoing, Logistics shall perform Tank Cleaning in the following circumstances:

(i)    when internal inspection of the Tankage is required by Applicable Laws or by the order of a Governmental Authority, including pursuant to API Standard 653 as it may be amended or reissued from time to time;

(ii)    upon the request of DKTS provided DKTS has given Logistics at least 45 days advance notice, in which case such Tank Cleaning shall be at DKTS’ sole expense;

(iii)    if required as part of a Tankage maintenance program in accordance with Section 8(c) or at other times as may be reasonably required by Logistics; and (iv)    upon the termination of this Agreement.

Except as provided in clause (ii) above, expenses related to Tank Cleaning, including costs associated with disposal of Waste, shall be at Logistics’ cost and expense.

(e)    Substitute Tank. If during the Term of the Agreement, the Tankage is not available for use by DKTS for any reason (including as a result of a Force Majeure event), Logistics may provide substitute tank(s) to DKTS; provided, however, that the substituted tank(s) (i) are provided at no additional cost to DKTS, (ii) are not tanks in which DKTS already has the right to store its Materials pursuant to any other agreement between DKTS and its Affiliates, on the one hand, and Logistics and its Affiliates, on the other hand, and (iii) can reasonably be used to support DKTS’ operations in the geographic area of the Tankage. Any such substitute tank(s) while in use hereunder shall be considered “Tankage” referred to in this Agreement and the terms of this Agreement shall apply to such substitute tank(s). If the substitute tank(s) are not of sufficient size to adequately replace the Tankage, the parties will in good faith negotiate an amendment for the Storage Fee payable hereunder while the substitute tank(s) are in use.

(f)    Landing Tank Roof.

(i)    DKTS will provide Logistics with a minimum of 14 days’ notice of a request to land the tank roof, and, upon agreement from Logistics in its sole discretion, Logistics will use commercially reasonable efforts to land the tank roof.

(ii)    DKTS will provide sufficient volumes of Materials to refill the tank bottom and float the tank roof within one day of landing the Tank roof, unless otherwise agreed to by Logistics.

(iii)    DKTS shall be responsible for all costs associated with landing the tank roof when done at DKTS’ request. If any damage to the Tankage occurs as a result of landing or floating the tank roof at DKTS’ request and such damages cause a service interruption, then DKTS shall remain liable for and must continue to pay all fees payable by DKTS under this Agreement, except where such service interruption is caused by the gross negligence or willful misconduct of Logistics.

(iv)    If the tank roof is landed as a result of regular maintenance, DKTS shall not be responsible for costs associated with the landing of the tank roof, which shall be for Logistics’ sole account.

(g)    Removal of Materials. DKTS shall be responsible for ensuring the timely removal of all Materials upon receipt of notice to clean the Tankage, or upon termination of this Agreement. If DKTS fails to arrange for the removal of Materials as per the notice to clean the Tankage, or upon termination of this Agreement, Logistics may remove the Materials to:

(i)    arrange for the disposal of all Waste in accordance with all Applicable Laws; or

(ii)    if any Materials remain in the Tankage after the termination of this Agreement, in the discretion of Logistics, such Materials may be sold by Logistics for any reasonable price determined in Logistics’ sole discretion, and Logistics shall not be liable for any real or perceived loss in respect of such sale. The proceeds of such sale shall first be applied to any amounts owing by Refinery to Logistics, and the remainder, if any, shall be paid over to Refinery.

Section 9.    [Reserved.]

Section 10.    Regulatory Matters

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

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

Section 11.    Indemnification

(a)    Logistics shall defend, indemnify and hold harmless DKTS, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “DKTS Indemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by Logistics of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Logistics made herein or in connection herewith proving to be false or misleading, (ii) any failure by Logistics, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by Logistics, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Materials hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful

misconduct on the part of the DKTS Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, Logistics’ liability to the DKTS Indemnitees pursuant to this Section 11(a) shall be net of any insurance proceeds actually received by the DKTS Indemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. DKTS agrees that it shall, and shall cause the other DKTS Indemnitees to, (x) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the DKTS Indemnitees are entitled with respect to or on account of any such damage or injury, (y) notify Logistics of all potential claims against any third Person for any such insurance proceeds, and (z) keep Logistics fully informed of the efforts of the DKTS Indemnitees in pursuing collection of such insurance proceeds.

(b)    DKTS shall defend, indemnify and hold harmless Logistics, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Logistics Indemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by DKTS of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of DKTS made herein or in connection herewith proving to be false or misleading, (ii) any failure by DKTS, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by DKTS, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Materials hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the Logistics Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, DKTS’ liability to the Logistics Indemnitees pursuant to this Section 11(b) shall be net of any insurance proceeds actually received by the Logistics Indemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. Logistics agrees that it shall, and shall cause the other Logistics Indemnitees to, (x) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Logistics Indemnitees are entitled with respect to or on account of any such damage or injury, (y) notify DKTS of all potential claims against any third Person for any such insurance proceeds, and (z) keep DKTS fully informed of the efforts of the Logistics Indemnitees in pursuing collection of such insurance proceeds.

(c)    THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES (EXCLUDING, IN THE CASE OF SECTION 11(a)(iii) AND SECTION 11(b)(iii), GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

(d)    The Transaction Agreements contain additional indemnity provisions. The indemnities contained in this Section 11 are in addition to and not in lieu of the indemnity provisions contained in the Transaction Agreements. Any indemnification obligation of DKTS to the Logistics Indemnitees on the one hand, or Logistics to the DKTS Indemnitees on the other hand, pursuant to this Section 11 shall be reduced by an amount equal to any indemnification recovery by such Indemnitees pursuant to the other Transaction Agreements to the extent that such other indemnification recovery arises out of the same event or circumstance giving rise to the indemnification obligation of DKTS or Logistics, respectively, hereunder.

Section 12.    Limitation on Liability

Notwithstanding anything to the contrary contained herein, neither Party shall be liable or responsible to the other Party or such other Party’s affiliated Persons for any consequential, punitive, special, incidental or exemplary damages, or for loss of profits or revenues (collectively referred to as “Special Damages”) incurred by such Party or its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect Special Damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement; provided further that to the extent a Party hereunder receives insurance proceeds with respect to Special Damages that would be waived under this Section 12, such Party shall be liable for such Special Damages up to the amount of such insurance proceeds (net of any deductible and premiums paid with respect thereto).

Section 13.    Miscellaneous.

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

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

(c)    Successors and Assigns.

(i)    DKTS shall not assign its rights or obligations hereunder without Logistics’ consent; provided, however, that (1) DKTS may assign this Agreement without Logistics’ consent in connection with a sale by Refining of all or substantially all of the Refinery, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (A) agrees to assume all of DKTS’ obligations under this Agreement and (B)

is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by DKTS in its reasonable judgment; and (2) DKTS shall be permitted to make a collateral assignment of this Agreement solely to secure financing for Delek US and its Affiliates.

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

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

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

(v)    The Parties’ obligations hereunder shall not terminate in connection with a Partnership Change of Control; provided, however, that in the case of a Partnership Change of Control, DKTS shall have the option to extend the Term of this Agreement as provided in Section 4, without regard to the notice periods provided in the fourth sentence of Section 4(a). Logistics shall provide DKTS with notice of any Partnership Change of Control at least 60 days prior to the effective date thereof.

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

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

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

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

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

(i)    Arbitration Provision. Any and all Disputes, other than actions seeking solely injunctive relief to prevent immediate harm, shall be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 13(i) and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 13(i) will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by а Party (“Claimant”) serving written notice on the other Party (“Respondent”) that the Claimant elects to refer the Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within 30 days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select а third arbitrator within 30 days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of DKTS, Logistics or any of their Affiliates and (ii) have not less than seven years of experience in the energy industry. The hearing will be conducted in Houston, Texas and commence within 30 days after the selection of the third arbitrator. DKTS, Logistics and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages.

(j)    Confidentiality.

(i)    Obligations. Each Party shall use commercially reasonable efforts to retain the other Party’s Confidential Information in confidence and not disclose the same to any third party nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 13(j). Each Party further agrees to take the same care with the other Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care.

(ii)    Required Disclosure. Notwithstanding Section 13(j)(i) above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or is required to disclose pursuant to the rules and regulations of any national securities exchange upon which the receiving Party or its parent entity is listed, any of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party’s Confidential Information that it is required to disclose and shall cooperate with the disclosing Party in allowing the disclosing Party to obtain such protective order or other relief.

(iii)    Return of Information. Upon written request by the disclosing Party, all of the disclosing Party’s Confidential Information in whatever form shall be returned to the disclosing Party upon termination of this Agreement or destroyed with destruction certified by the receiving Party, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party’s legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer back-up archiving systems during the period such backup or archived materials are retained under such Party’s customary procedures and policies; provided, however, that any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 13(j),and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

(iv)    Receiving Party Personnel. The receiving Party will limit access to the Confidential Information of the disclosing Party to those of its employees, attorneys and contractors that have a need to know such information in order for the receiving Party to exercise or perform its rights and obligations under this Agreement (the “Receiving Party Personnel”). The Receiving Party Personnel who have access to any Confidential Information of the disclosing Party will be made aware of the confidentiality provision of this Agreement, and will be required to abide by the terms thereof. Any third party contractors that are given access to Confidential Information of a disclosing Party

pursuant to the terms hereof shall be required to sign a written agreement pursuant to which such Receiving Party Personnel agree to be bound by the provisions of this Agreement, which written agreement will expressly state that it is enforceable against such Receiving Party Personnel by the disclosing Party.

(v)    Survival. The obligation of confidentiality under this Section 13(j) shall survive the termination of this Agreement for a period of two years.

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

Section 14.    Interpretation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

DELEK MARKETING & SUPPLY, LP

By:    DELEK MARKETING GP, LLC,

    its general partner

By: /s/ Reuven Spiegel    

Name: Reuven Spiegel

Title: Executive Vice President, Chief Financial Officer, and Treasurer

DK TRADING & SUPPLY, LLC

By: /s/ Joseph Israel    

Name: Joseph Israel

Title: Executive Vice President, DK & DKL Operations

EX-10.6

Exhibit 10.6

SECOND AMENDED AND RESTATED SERVICES AGREEMENT

(Big Sandy Terminal and Pipeline)

This Second Amended and Restated Services Agreement (the “Agreement”) is dated as of August 5, 2024 by and between DK Trading & Supply, LLC (“DKTS”), a Delaware limited liability company, and Delek Marketing-Big Sandy, LLC, a Texas limited liability company (“Delek-Big Sandy”). Each of DKTS and Delek-Big Sandy are individually referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, Delek Refining Ltd., a Texas limited partnership (“Refining”) and Delek-Big Sandy entered into that certain Terminalling Services Agreement (Big Sandy Terminal) (the “Original Agreement”) dated November 7, 2012 (the “Original Effective Date”);

WHEREAS, Refining and Delek-Big Sandy amended and restated the Original Agreement pursuant to that certain Amended and Restated Services Agreement dated July 25, 2013 (the “A&R Agreement”);

WHEREAS, Refining and Delek-Big Sandy amended the A&R Agreement pursuant to that certain First Amendment to Amended and Restated Services Agreement dated December 14, 2018, by and between Refining and Delek-Big Sandy;

WHEREAS, Refining assigned all its right, title and interest in the A&R Agreement to DKTS pursuant to that certain Omnibus Assignment and Assumption Agreement dated September 13, 2022, by and between Refining and DKTS; and

WHEREAS, the Parties desire to amend and restate the A&R Agreement as set forth herein.

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, the Parties to this Agreement hereby agree as follows:

1.    DEFINITIONS

Capitalized terms used throughout this Agreement shall have the meanings set forth below, unless otherwise specifically defined herein.

“A&R Agreement” has the meaning set forth in the recitals.

“Affiliate” means, with respect to a specified Person, any other Person controlling, controlled by or under common control with that first Person. As used in this definition, the term “control” includes (i) with respect to any Person having voting securities or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any Person and (iii) the ability to direct the business and affairs of any Person by acting as a general partner, manager or

otherwise. Notwithstanding the foregoing, for purposes of this Agreement, Delek US and its subsidiaries (other than the Partnership and its subsidiaries), including DKTS, on the one hand, and the Partnership and its subsidiaries, including Delek-Big Sandy, on the other hand, shall not be considered Affiliates of each other.

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

“Ancillary Services” means the following services to be provided by Delek-Big Sandy to DKTS: truck rack blending, tank sampling, tank-to-tank transfers, ethanol receipt (truck), ethanol storage, ethanol blending, generic gasoline additization, lubricity/conductivity additization, product receipt (barge), proprietary additive additization, red dye additization, transmix loading (truck) and seasonal flow improver additization or other similar services.

“Ancillary Services Fees” means, for any month during the Term of this Agreement, the fees set forth on Exhibit A to be paid by DKTS pursuant to Section 4 during that month for Ancillary Services provided by Delek-Big Sandy.

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

“bpd” means barrels per day.

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

“Call Option” has the meaning given to such term in the Omnibus Agreement.

“Capacity Resolution” has the meaning set forth in Section 25(c).

“Capital Amortization Period” has the meaning set forth in Section 8(d).

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

“Claimant” has the meaning set forth in Section 30(d).

“Confidential Information” means all information, documents, records and data that a Party furnishes or otherwise discloses to the other Party (including any such items furnished prior to the execution of this Agreement), together with all analyses, compilations, studies,

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

“Contract Quarter” means a three-month period that commences on January 1, April 1, July 1 or October 1, and ends on March 31, June 30, September 30 or December 31, respectively, except that the final Contract Quarter shall end on the last day of the Term.

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

“Control” (including with correlative meaning, the term “controlled by”) means, as used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“Deficiency Notice” has the meaning set forth in Section 9(a).

“Deficiency Payment” has the meaning set forth in Section 9(a).

“Delek-Big Sandy” has the meaning set forth in the Preamble.

“Delek-Big Sandy Jndemnitees” has the meaning set forth in Section 20(b).

“DKTS” has the meaning set forth in the Preamble.

“DKTS lndemnitees” has the meaning set forth in Section 20(a).

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

“Dispute” means any and all disputes, claims, controversies and other matters in question between DKTS, on the one hand, and Delek-Big Sandy, on the other hand, under this Agreement.

“Effective Date” means July 1, 2024.

“Environmental Law” means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereafter in effect, relating to

pollution or protection of human health and the environment including, without limitation, the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other similar federal, state or local environmental conservation and protection laws, each as amended from time to time.

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

“Estimated Expansion Capital Expenditure” has the meaning set forth in Section 8(b).

“Expansion Capital Expenditure” has the meaning set forth in Section 8(c).

“Extension Period” has the meaning set forth in Section 2(a).

“Facilities” means (a) the Pipeline and (b) the Terminal.

“FERC Oil Pipeline Index” means the FERC index system set forth in 18 C.F.R. § 342.318, as such regulations may be amended from time to time.

“Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of a public enemy, wars, terrorism, cyberattacks, blockades, insurrections, riots, storms, floods, washouts, arrests, the order of any court or Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, fires, leaks, releases, breakage, accident to machinery, storage tanks or lines of pipe, inability to obtain or unavoidable delay in obtaining material or equipment, inability of obtain Products because of a failure of third-party pipelines and any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension and which by the exercise of commercially reasonable efforts such Party is unable to prevent or overcome; provided, however, that a Party’s inability to perform its economic obligations hereunder shall not constitute an event of Force Majeure.

“Force Majeure Notice” has the meaning set forth in Section 24(a).

“Force Majeure Party” has the meaning set forth in Section 24(a).

“Force Majeure Period” has the meaning set forth in Section 24(a).

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

“Initial Term” has the meaning set forth in Section 2(a).

“Liabilities” means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, “Costs”) of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any Costs arising from compliance or noncompliance with Environmental Law.

“Minimum Pipeline Capacity” means an aggregate amount of capacity equal to 6,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“Minimum Pipeline Throughput Commitment” means an aggregate amount of Products equal to at least 5,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“Minimum Storage Capacity” means aggregate storage capacity of 87,000 barrels.

“Minimum Terminalling Capacity” means an aggregate amount of truck-loading capacity equal to 6,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“Minimum Terminalling Throughput Commitment” means an aggregate amount of Products received at the Terminal equal to at least 5,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“Minimum Throughput Capacity” means (a) the Minimum Pipeline Capacity and (b) the Minimum Terminalling Capacity.

“Minimum Throughput Commitment” means (a) the Minimum Pipeline Throughput Commitment and (b) the Minimum Terminalling Throughput Commitment.

“Monthly Expansion Capital Amount” has the meaning set forth in Section 8(d). “Notice Period” has the meaning set forth in Section 23(a).

“Omnibus Agreement” means that certain Fourth Amended and Restated Omnibus Agreement dated as of August 5, 2024, among Delek US, on behalf of itself and the other Delek Entities (as defined therein), Refining, Lion Oil Company, the Partnership, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek-Big Sandy, Delek Logistics Operating, LLC, and Delek Logistics GP, LLC, as the same may be amended and/or restated from time to time.

“Open Assets” has the meaning set forth in Section 29.

“OPTS” has the meaning set forth in Section 7.

“Original Agreement” has the meaning set forth in the recitals.

“Original Effective Date” has the meaning set forth in the recitals.

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

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

“Party” or “Parties” has the meaning set forth in the Preamble.

“Person” means any individual, partnership, limited partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.

“Pipeline” means an approximately 10.5-mile refined products pipeline owned by Delek-Big Sandy that runs between Delek-Big Sandy’s Tyler Station and its Hopewell delivery point.

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

“Product” or “Products” means the products described on Exhibit B.

“Receiving Party Personnel” has the meaning set forth in Section 30(e)(iv).

“Refining” has the meaning set forth in the recitals.

“Refinery” means Refining’s crude oil refinery in Tyler, Texas.

“Renewal Term” has the meaning set forth in Section 2(a).

“Respondent” has the meaning set forth in Section 30(d).

“Restoration” has the meaning set forth in Section 25(b).

“Shortfall Payment” has the meaning set forth in Section 6(b).

“Special Damages” has the meaning set forth in Section 19.

“Storage Fee” has the meaning set forth in Section 3(d).

“Suspension Notice” has the meaning set forth in Section 23(a).

“Term”, “Renewal Term” and “Initial Term” shall each have the meaning set forth in Section 2(a).

“Terminalling Service Fee” has the meaning set forth in Section 3(a)(ii).

“Throughput Fees” has the meaning set forth in Section 3(b)(ii).

“Terminal” means Delek-Big Sandy’s light product distribution terminal located in Big Sandy, Texas.

“Termination Notice” has the meaning set forth in Section 24(b).

“Transmix” has the meaning set forth in Section 13.

“Transportation Fee” has the meaning set forth in Section 3(b)(ii).

2.    TERM; RIGHT TO ENTER INTO A NEW AGREEMENT

(a)    This Agreement shall have an initial term commencing on the Effective Date and extending through and including June 30, 2031 (the “Initial Term”). Thereafter, DKTS shall have a unilateral option to extend this Agreement for an additional period, extending through and including June 30, 2036, on the same terms and conditions set forth herein (each, a “Renewal Term”). The Initial Term and any Renewal Terms are sometimes referred to collectively herein as the “Term.” In order to exercise its option to extend this Agreement for a Renewal Term, DKTS shall notify Delek-Big Sandy in writing not more than twenty-four (24) months and not less than twelve (12) months prior to the expiration of the Initial Term or any Renewal Term, as applicable.

(b)In the event that DKTS fails to exercise its option to extend this Agreement for any Renewal Term, Delek-Big Sandy shall have the right to negotiate to enter into one or more services agreements with respect to the Terminal and/or the Pipeline with one or more third parties to begin after the date of termination, provided that during the period from the date of DKTS’ failure to provide written notice pursuant to Section 2(a) to the date of termination of this Agreement, DKTS will have the right to enter into a new services agreement with Delek-Big Sandy on commercial terms that substantially match the terms upon which Delek-Big Sandy proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of the capacity of the Terminal and the Pipeline. In such circumstances, Delek-Big Sandy shall give DKTS forty-five (45) days prior written notice of any proposed new services agreement with a third party, and such notice shall inform DKTS of the fee schedules, tariffs, duration and any other terms of the proposed third party agreement and DKTS shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or DKTS shall lose the rights specified by this Section 2(b) with respect to the assets that are the subject of such notice.

3.    MINIMUM THROUGHPUT COMMITMENT; STORAGE FEES

(a)    Minimum Terminalling Throughput Commitment.

(i)    During each Contract Quarter during the Term and subject to the terms and conditions of this Agreement, DKTS shall throughput at least the Minimum Terminalling Throughput Commitment at the Terminal, and Delek-Big Sandy shall make available to DKTS dedicated storage and throughput capacity at the Terminal, at all times sufficient to allow DKTS to throughput the Minimum Terminalling Capacity at the Terminal. Allocation of storage and

throughput capacity for separate Products at the Terminal shall be in accordance with current practices, or as otherwise may be agreed among the Parties from time to time.

(ii)    Subject to Section 6, DKTS shall pay Delek-Big Sandy a terminalling services fee (the “Terminalling Service Fee”) for the volumes it throughputs at the Terminal of $0.775 per barrel.

(iii)    DKTS may throughput volumes in excess of its Minimum Terminalling Throughput Commitment, up to the then-available capacity of the Terminal.

(b)    Minimum Pipeline Throughput Commitment.

(i)    During each Contract Quarter during the Term and subject to the terms and conditions of this Agreement, DKTS shall ship at least the Minimum Pipeline Throughput Commitment on the Pipeline, and Delek-Big Sandy shall make available to DKTS capacity on the Pipeline, at all times sufficient to allow DKTS to ship the Minimum Pipeline Capacity on the Pipeline.

(ii)    Subject to Section 6, DKTS shall pay Delek-Big Sandy a transportation fee (the “Transportation Fee” and together with the Terminalling Service Fee, the “Throughput Fees”) for the volumes of Product it ships on the Pipeline of $0.775 per barrel.

(iii)    DKTS may throughput volumes in excess of its Minimum Pipeline Throughput Commitment, up to the then-available capacity of the Pipeline.

(c)    Storage Services.

(i)    DKTS shall pay Delek-Big Sandy a fee of $77,633.92 per month (the “Storage Fee”) for dedicated storage capacity at the Terminal. The storage capacity provided to DKTS may be temporarily reduced by Delek-Big Sandy as a result of repairs and/or maintenance on storage tanks that reduce the storage capacity available in the Terminal, so long as the reduced storage capacity will not result in the inability of Delek-Big Sandy to provide the Minimum Storage Capacity.

(ii)    The Parties agree that if they mutually determine to remove a tank at the Terminal from service or if a tank at the Terminal is removed from service for inspection in compliance with API Standard 653 for Aboveground Storage Tanks, then Delek-Big Sandy will not be required to utilize, operate or maintain such tank or provide the services required under this Agreement with respect to such tank; provided, however, that any such removal will not reduce the Storage Fees except to the extent that Logistics is unable to provide to DKTS the Minimum Storage Capacity.

(d)    FeeAdjustment. All fees set forth in this Agreement, including the Throughput Fees and the Storage Fee, shall be adjusted on July 1 of each year of the Term, commencing on July 1, 2025, by a percentage equal to the increase or decrease, if any, in the FERC Oil Pipeline Index; provided, however, that no fee shall be decreased below the initial fee for such service

provided in this Agreement. If the FERC Oil Pipeline Index is no longer published, the Parties shall negotiate in good faith to agree on a new index that gives comparable protection against inflation and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the fees. If Delek-Big Sandy and DKTS are unable to agree, a new index will be determined by arbitration in accordance with Section 30(d).

4.    ANCILLARY SERVICES

Delek-Big Sandy shall provide Ancillary Services to DKTS at the Terminal. DKTS shall pay the per-barrel Ancillary Services Fees listed on Exhibit A for such services. If any additional ancillary services are requested by DKTS that are different in kind, scope or frequency from the Ancillary Services that have been historically provided, then the Parties shall negotiate in good faith to determine whether such ancillary services may be provided and the appropriate rates to be charged for such ancillary services. All fuel additives, dyes, de-icers and other additions requested to be added to the Products will be provided by DKTS at no cost to Delek-Big Sandy.

5.    FEE INCREASE

If, during the Term, new laws or regulations are enacted that require Delek-Big Sandy to make substantial and unanticipated capital expenditures (other than maintenance capital expenditures) with respect to the Facilities, Delek-Big Sandy may increase the Throughput Fees or the Storage Fee, as applicable, to cover the cost of complying with these laws or regulations. Delek-Big Sandy and DKTS shall use their reasonable commercial efforts to comply with these laws and regulations, and shall negotiate in good faith to mitigate the impact of these laws and regulations and to determine the amount of increase to the Throughput Fees or the Storage Fee. If Delek-Big Sandy and DKTS are unable to agree, the amount of such fee increases will be determined by arbitration in accordance with Section 30(d).

6.    PAYMENT; SHORTFALL PAYMENTS

(a)    Delek-Big Sandy shall invoice DKTS monthly (or, in the case of any Shortfall Payments, quarterly). DKTS will make payments to Delek-Big Sandy by electronic payment with immediately available funds on a monthly (or in the case of Shortfall Payments, quarterly) basis during the Term with respect to services rendered by Delek-Big Sandy under this Agreement in the prior month (or, in the case of Shortfall Payments, Contract Quarter) upon the later of (i) ten (10) days after its receipt of such invoice and (ii) thirty (30) days following the end of the calendar month (or in the case of Shortfall Payments, Contract Quarter) during which the invoiced services were performed. Any past due payments owed by DKTS to Delek-Big Sandy shall accrue interest, payable on demand, at the Prime Rate from the due date of the payment through the actual date of payment. Payment of any Throughput Fee, Storage Fee, or Shortfall Payment pursuant to this Section 6 shall be made by wire transfer of immediately available funds to an account designated in writing by Delek-Big Sandy. If any such fee shall be due and payable on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day.

(b)    If, for any Contract Quarter, DKTS throughputs aggregate volumes less than the Minimum Terminalling Throughput Commitment for such Contract Quarter, then DKTS shall pay Delek-Big Sandy an amount (a “Terminalling Shortfall Payment”) equal to the difference between (i) the Minimum Terminalling Throughput Commitment multiplied by the Terminalling Service Fee and (ii) the aggregate Terminalling Service Fees for such Contract Quarter payable under Section 3(a)(ii). The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the Minimum Terminalling Throughput Commitment and the payment by DKTS of the Terminalling Shortfall Payment shall relieve DKTS of any obligation to meet such Minimum Terminalling Throughput Commitment for the relevant Contract Quarter. The Parties further acknowledge and agree that there shall not be any carry-over of volumes in excess of the Minimum Terminalling Throughput Commitment to any subsequent Contract Quarter.

(c)    If, for any Contract Quarter, DKTS ships aggregate volumes less than the Minimum Pipeline Throughput Commitment for such Contract Quarter, then DKTS shall pay Delek-Big Sandy an amount (a “Pipeline Shortfall Payment,” and together with any Terminalling Shortfall Payments, a “Shortfall Payment”) equal to the difference between (i) the Minimum Pipeline Throughput Commitment multiplied by the Transportation Fee and (ii) the aggregate Transportation Fees for such Contract Quarter payable under Section 3(bXii). The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the Minimum Pipeline Throughput Commitment and the payment by DKTS of the Pipeline Shortfall Payment shall relieve DKTS of any obligation to meet such Minimum Pipeline Throughput Commitment for the relevant Contract Quarter. The Parties further acknowledge and agree that there shall not be any carry-over of volumes in excess of the Minimum Pipeline Throughput Commitment to any subsequent Contract Quarter.

7.    VOLUME LOSSES

Delek-Big Sandy shall use commercially reasonable efforts to minimize volume losses of Product at the Facilities. Title to the Products tendered by or on behalf of DKTS for terminalling, transportation or storage hereunder will remain with DKTS at all times. DKTS shall, during each month, (a) be entitled to all volumetric gains in the Facilities and (b) be responsible for all volumetric losses in the Facilities up to a maximum of 0.25%. If volume losses of any Product exceed 0.25% during any particular month, Delek-Big Sandy shall pay DKTS for the difference between the actual loss and the 0.25% allowance at a price per barrel for that Product as reported by the Oil Price Information Service (“OPIS”) using the monthly average OPIS unbranded contract rack posting for that Product during the month in which the volume difference was accounted for.

8.     CAPITAL IMPROVEMENTS

During the term of this Agreement, DKTS shall be entitled to designate Capital Improvements to be made to the Terminal and the Pipeline. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by DKTS may be constructed:

(a)    For any Capital Improvement designated by DKTS, DKTS shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement to the Terminal and/or the Pipeline, as the case may be.

(b)    Delek-Big Sandy will review such proposal to determine, in its sole discretion, whether it will consent to proceed with the proposed Capital Improvement.

(c)    Should Delek-Big Sandy determine to proceed and construct or cause to be constructed the approved Capital Improvement, Delek-Big Sandy will obtain bids from two or more general contractors reasonably acceptable to DKTS for the construction of the Capital Improvement. Based upon the bids, Delek-Big Sandy will notify DKTS of Delek-Big Sandy’s estimate of the total cost necessary to construct such Capital Improvement (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Capital Expenditure”). Within 30 days of such notice, DKTS will notify Delek-Big Sandy whether or not DKTS agrees to such Estimated Expansion Capital Expenditure. In the event DKTS does not agree with such Estimated Expansion Capital Expenditure, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Capital Expenditure”); provided that, in the event the Parties do not reach such agreement within 60 days of the notice provided under the second sentence of this Section 8(c), DKTS shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 8(e) below.

(d)    Prior to beginning any construction on the Capital Improvement, (I) Delek-Big Sandy shall have received all necessary regulatory approvals, (2) Delek-Big Sandy and DKTS shall have agreed on (A) an additional monthly payment amount to be paid by DKTS to Delek-Big Sandy (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed to term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which DKTS is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide Delek-Big Sandy the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to Delek-Big Sandy reasonably anticipated to be received by Delek-Big Sandy from Refining (or from a third party pursuant to a direct contractual commitment to Delek-Big Sandy) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fees or the Storage Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Pipeline Throughput Commitment, the Minimum Terminalling Throughput Capacity, the Minimum Pipeline Capacity, the Minimum Terminalling Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and DKTS’ obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Delek-Big Sandy or a Force Majeure event affecting the ability of Delek-Big Sandy to provide services under this Agreement). In connection with the construction of any

Capital Improvement pursuant to this Section 8(d), DKTS shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. DKTS shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement and Delek-Big Sandy shall provide all invoices and other documentation reasonably requested by DKTS for this purpose.

(e)    If for any reason the Capital Improvement shall not be constructed pursuant to Section 8(d) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and could not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal or the Pipeline or result in any material additional unreimbursed costs to Delek-Big Sandy, then DKTS may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, DKTS shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by DKTS pursuant to this Section 8(e) shall be treated as the separate property of DKTS. Delek-Big Sandy shall cooperate with DKTS in ensuring that the Capital improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal and the Pipeline, subject to DKTS’s reimbursing Delek-Big Sandy on a monthly basis for any incremental expenses arising from operating or maintaining such connections. DKTS shall indemnify Delek-Big Sandy for any Liabilities resulting from the construction, ownership and operation by DKTS of any Capital Improvement constructed by DKTS pursuant to this Section 8(e).

(f)    Upon completion of the construction of such Capital Improvement, Delek-Big Sandy or DKTS, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

9.    DEFICIENCY PAYMENTS

(a)    As soon as practicable following the end of each calendar month under this Agreement, Delek Big Sandy shall deliver to DKTS a written notice (the “Deficiency Notice”) detailing any failure of the Company to meet its obligations under Section 3(a)(i), Section 3(aXii), Section 3(b)(i), Section 3(b)(ii), Section 3(c)(i), Section 4, Section 5, Section 6, Section 8 or Section 25(c) of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that Delek-Big Sandy believes would have been paid by DKTS to Delek Big-Sandy if DKTS had complied with its obligations under Section 3(a)(i), Section 3(a)(ii), Section 3(bXi), Section 3(b)(ii), Section 3(cXi), Section 4, Section 5, Section 6, Section 8 and Section 25 (c) of this Agreement (the “Deficiency Payment”). DKTS shall pay the Deficiency Payment to Delek-Big Sandy upon the later of: (A) ten (10) days after its receipt of the Deficiency Notice and (B) thirty (30) days following the end of the calendar month during which the Deficiency Notice was delivered.

(b)    If DKTS disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to Delek-Big Sandy, a senior officer of DKTS and Delek-Big Sandy shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith

to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of any Deficiency Payment, DKTS and Delek-Big Sandy shall, within forty-five (45) days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 30(d). During the 60-day period following the receipt of any Deficiency Notice, DKTS shall have the right to inspect and audit the working papers of Delek-Big Sandy relating to such Deficiency Payment.

(c)    If it is determined by arbitration in accordance with Section 30(d) that DKTS was required to make any or all of the disputed portion of the Deficiency Payment, DKTS shall promptly pay to Delek-Big Sandy such amount, together with interest thereon from the date provided in the last sentence of Section 9(a) at the Prime Rate, in immediately available funds.

10.    CUSTODY TRANSFER AND TITLE

(a)    Pipeline.

(i)Receipts. For Product received into the Facilities by pipeline, custody of the Product shall pass to Delek-Big Sandy at the flange where it enters the Pipeline.

(ii)    Deliveries. For Product delivered by the Terminal into pipeline, custody of the Product shall pass to DKTS at the flange where it exits the Terminal’s delivery line.

(b)    Rail Receipts. For Product received by rail, custody shall pass to Delek-Big Sandy when the locomotive used to transfer DKTS’ rail cars to the Terminal is uncoupled from such rail cars at the Terminal.

(c)    Truck. For receipts and deliveries to or from trucks, custody shall pass at the flange where the hoses at Delek-Big Sandy’s facility interconnect with the truck.

(d)General. Upon re-delivery of any Product to DKTS’ account, DKTS shall become solely responsible for any loss, damage or injury to person or property or the environment, arising out of transportation, possession or use of such Product after transfer of custody and the provisions hereof shall apply to Product while in Delek-Big Sandy’s custody. Title to all DKTS’ Product received in the Terminal shall remain with DKTS at all times. Both Parties acknowledge that this Agreement represents a bailment of Products by DKTS to Delek-Big Sandy and not a consignment of Products, it being understood that Delek-Big Sandy has no authority hereunder to sell or seek purchasers for the Products of DKTS, except as provided in Section 13 below. DKTS hereby warrants that it shall, at all times, have good title to and the right to deliver, throughput, store and receive Products pursuant to the terms of this Agreement.

11.    PRODUCT QUALITY; CONTAMINATION

(a)    DKTS shall not deliver to the Facilities any Products which: (a) would in any way be injurious to the Facilities; or (b) may not be lawfully stored at the Terminal. Any and all

Products that leave the Terminal shall meet all relevant ASTM, EPA, federal and state specifications, and shall not leave the Terminal in the form of a sub-octane grade product.

(b)    Delek-Big Sandy shall use commercially reasonable efforts to avoid contamination of DKTS’ Products with any dissimilar Products and shall be liable to DKTS for any change in the quality of the Products throughput or stored at the Facilities, in each case caused by Delek-Big Sandy or its Affiliates or any third-party use of the Terminal or the Pipeline, as applicable. If Delek-Big Sandy determines in good faith that DKTS has delivered to the Facilities Products that have been contaminated by the existence of and/or excess amounts of substances foreign to Products which could cause harm to users of the contaminated Products, the Facilities or Delek-Big Sandy, DKTS shall be responsible for removing DKTS’ contaminated Products from the Facilities. Any liability or expense associated with the contamination of DKTS’ Products caused by DKTS or its Affiliates shall be borne by DKTS, including any regulatory or judicial proceeding arising out of or relating to such contamination.

12.    MEASUREMENT

All quantities of Products received or delivered by or into truck or rail shall be measured and determined based upon the meter readings at the Terminal, as reflected by delivery tickets or bills of lading, or if such meters are unavailable, by applicable calibration tables. All quantities of Products received and delivered by pipeline shall be measured and determined based upon the meter readings of the pipeline operator, as reflected by delivery tickets, or if such meters are unavailable, by applicable calibration tables. Deliveries by book transfer shall be reflected by entries in the books of Delek-Big Sandy. All quantities shall be adjusted to net gallons at 60° F in accordance with ASTM D-1250 Petroleum Measurement Tables, or latest revisions thereof. A barrel shall consist of 42 U.S. gallons and a gallon shall contain 231 cubic inches. Meters and temperature probes shall be calibrated according to applicable API standards. DKTS shall have the right, at its sole expense, and in accordance with rack location procedure, to independently certify said calibration. Storage tank gauging shall be performed by Delek-Big Sandy’s personnel. Delek-Big Sandy’s gauging shall be deemed accurate unless challenged by an independent certified gauger. DKTS may perform joint gauging at its sole expense with Delek-Big Sandy’s personnel at the time of delivery or receipt of Product, to verify the amount involved. If DKTS should request an independent gauger, such gauger must be acceptable to Delek-Big Sandy, and such gauging shall be at DKTS’ sole expense.

13.    PRODUCT DOWNGRADE AND INTERFACE

Product downgraded as a result of ordinary Terminal or pipeline operations including line flushing, rack meter provings or other necessary Terminal operations shall not constitute losses for which Delek-Big Sandy is liable to DKTS. Delek-Big Sandy shall account for the volume of Product downgraded, and DKTS’ inventory of Products and/or interface volumes (“Transmix”) shall be adjusted. If (i) Delek-Big Sandy does not have sufficient capacity at the Terminal for the Transmix and (ii) DKTS fails to remove its Transmix upon notice from Delek-Big Sandy, then fifteen (15) days after DKTS’ receipt of such notification, Delek-Big Sandy shall have the right to sell such Transmix at market rates and return any proceeds to DKTS, less delivery costs in effect at the time of such sale.

14.    PRODUCT DELIVERIES, RECEIPTS AND WITHDRAWALS

(a)    All deliveries, receipts and withdrawals hereunder shall be made in accordance with the agreed-upon scheduling. DKTS warrants that it shall only send to the Facilities those employees, agents and other representatives acting on behalf of and at DKTS’ direction who have been properly instructed as to the characteristics and safe hauling methods associated with the Products to be loaded and hauled. DKTS agrees to be responsible to Delek-Big Sandy for the performance under this Agreement by its agents and/or representatives receiving Products at the Facilities.

(b)    Both Parties shall abide by all federal, state and local statutes, laws and ordinances and all rules and regulations which are promulgated by Delek-Big Sandy and furnished to DKTS or posted at the Facilities, with respect to the use of the Facilities as herein provided. It is understood and agreed by DKTS that these rules and regulations may be changed, amended or modified by Delek-Big Sandy at any time. All changes, amendments and modifications shall become binding upon DKTS ten (10) days following receipt by DKTS of a copy thereof.

(c)    For all purposes hereunder, DKTS’ jobbers, distributors, carriers, haulers and other customers designated in writing or otherwise by DKTS to have loading privileges under this Agreement or having possession of any loading device furnished to DKTS pursuant to this Agreement, together with their respective officers, servants and employees, shall, when they access the Facilities, be deemed to be representatives of DKTS and any such person shall enter into an appropriate access agreement with Delek Big-Sandy with respect to such access.

15.    ACCOUNTING PROVISIONS AND DOCUMENTATION

Delek-Big Sandy shall furnish DKTS with the following reports covering services hereunder involving DKTS’ Products:

(a)    Within ten (10) Business Days following the end of the month, a statement showing, by Product: (i) DKTS’ monthly aggregate deliveries into the Facilities; (ii) DKTS’ monthly receipts from the Terminal; (iii) calculation of all DKTS’ monthly Terminalling Service Fees; (iv) DKTS’ opening inventory for the preceding month; (v) appropriate monthly adjustments (as applicable in accordance with Section 7); and (vi) DKTS’ closing inventory for the preceding month.

(b)    A copy of any meter calibration report, to be available for inspection upon reasonable request by DKTS at the Facilities following any calibration.

(c)    Upon delivery from the Terminal, a bill of lading to the carrier for each truck or rail delivery. As reasonably requested by DKTS, bill of lading information shall be provided to DKTS’ accounting group. Upon each truck delivery from the Terminal, bill of lading information shall be sent electronically through a mutually agreeable system.

(d)    Transfer documents for each in-tank transfer.

(e)    Delek-Big Sandy shall be required to maintain the capabilities to support truck load authorization technologies at the Terminal. However, costs incurred by Delek-Big Sandy for replacement of loading systems or software or other upgrades made at the request of DKTS shall be recoverable from DKTS either as a lump sum payment or through an increase in terminalling fees. Notwithstanding the foregoing, if a replacement or upgrade is made other than at DKTS’ request, Delek-Big Sandy and DKTS shall mutually agree on a fee for such replacement or upgrade.

16.    AUDIT AND CLAIMS PERIOD

During the Term, DKTS and its duly authorized agents and/or representatives, upon reasonable notice and during normal working hours, shall have reasonable access to the accounting records and other documents maintained by Delek-Big Sandy, or any of Delek-Big Sandy’s contractors and agents, which relate to this Agreement, and shall have the right to audit such records at any reasonable time or times during the Term of this Agreement and for a period of up to two (2) years after termination of this Agreement. Claims as to shortage in quantity or defects in quality shall be made by written notice within thirty (30) days after the delivery in question or shall be deemed to have been waived. The right to inspect or audit such records shall survive termination of this Agreement for a period of two (2) years following the end of the Term. Delek-Big Sandy shall preserve, and shall cause all contractors or agents to preserve, all of the aforesaid documents for a period of at least two (2) years from the end of the Term.

17.    LIENS

To secure any fees due and DKTS’ performance of its obligations under this Agreement, DKTS hereby grants to Delek-Big Sandy an irrevocable lien and security interest in and on all of its Products in the care and custody of Delek-Big Sandy and further grants Delek-Big Sandy a limited power-of-attorney to dispose of such Products at fair market value to the extent of any and all amounts owed by DKTS to Delek-Big Sandy hereunder, after providing DKTS with reasonable advance notice of any such sale. At Delek-Big Sandy’s request, DKTS shall sign a UCC-1 financing statement acknowledging Delek-Big Sandy’s security interest in DKTS’ Product in the Terminal.

18.    TAXES

DKTS shall pay or cause to be paid all taxes, levies, royalties, assessments, licenses, fees, charges, surcharges and sums due of any nature whatsoever (other than income taxes, gross receipt taxes, ad valorem or property taxes and similar taxes on the Facilities) imposed by any federal, state or local government that Delek-Big Sandy incurs on DKTS’ behalf for the services provided by Delek-Big Sandy under this Agreement. If Delek-Big Sandy is required to pay any of the foregoing, the Parties shall cooperate with respect to any filings or contests with respect thereto and DKTS shall promptly reimburse Delek-Big Sandy in accordance with the payment terms set forth in this Agreement.

19.    LIMITATION ON LIABILITY

Notwithstanding anything to the contrary contained herein, neither Party shall be liable or responsible to the other Party or such other Party’s affiliated Persons for any consequential, punitive, special or exemplary damages, or for loss of profits or revenues (collectively referred to as “Special Damages”) incurred by such Party or its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect Special Damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement; provided further that to the extent a Party hereunder receives insurance proceeds with respect to Special Damages that would be waived under this Section 19, such Party shall be liable for such Special Damages up to the amount of such insurance proceeds (net of any deductible and premiums paid with respect thereto).

20.    INDEMNITIES

(a)    Delek-Big Sandy shall defend, indemnify and hold harmless DKTS, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “DKTS lndemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by Delek-Big Sandy of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Delek-Big Sandy made herein or in connection herewith proving to be false or misleading, (ii) any failure by Delek Big-Sandy, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by Delek-Big Sandy, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Products hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the DKTS Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, Delek-Big Sandy’s liability to the DKTS Indemnitees pursuant to this Section 20(a) shall be net of any insurance proceeds actually received by the DKTS Indemnitee or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. DKTS agrees that it shall, and shall cause the other DKTS Indemnitees to, (a) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the DKTS lndemnitees are entitled with respect to or on account of any such damage or injury, (b) notify Delek-Big Sandy of all potential claims against any third Person for any such insurance proceeds, and (c) keep Delek-Big Sandy fully informed of the efforts of the DKTS lndemnitees in pursuing collection of such insurance proceeds.

(b)    DKTS shall defend, indemnify and hold harmless Delek-Big Sandy, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Delek-Big Sandy lndemnitees”) from and

against any Liabilities directly or indirectly arising out of (i) any breach by DKTS of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of DKTS made herein or in connection herewith proving to be false or misleading, (ii) any failure by DKTS, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by DKTS, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Products hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the Delek-Big Sandy lndemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, DKTS’ liability to the Delek- Big Sandy Indemnitees pursuant to this Section 20(b) shall be net of any insurance proceeds actually received by the Delek-Big Sandy lndemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. Delek-Big Sandy agrees that it shall, and shall cause the other Delek-Big Sandy Indemnitees to, (a) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Delek-Big Sandy Indemnitees are entitled with respect to or on account of any such damage or injury, (b) notify DKTS of all potential claims against any third Person for any such insurance proceeds, and (c) keep DKTS fully informed of the efforts of the Delek-Big Sandy lndemnitees in pursuing collection of such insurance proceeds.

(c)    THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES (EXCLUDING, IN THE CASE OF SECTION 20 (a)(iii) AND SECTION 20(bXiii), GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

21.    INSURANCE

(a)    Business Interruption Insurance. DKTS shall maintain commercially reasonable business interruption insurance for the benefit of the Facilities for so long as Delek-Big Sandy is a consolidated subsidiary of Delek US. Allocation of benefits under such business interruption insurance policy shall be proportionate to the loss in operating margin sustained by DKTS and Delek-Big Sandy as a result of the interruption.

(b)Insurance (Other than Business Interruption Insurance). During the Term of this Agreement, each of Delek-Big Sandy and DKTS shall at all times carry and maintain, or cause to be carried and maintained, with reputable insurance companies reasonably acceptable to the other Party, the insurance coverages and limits set forth on Exhibit C.

22.    GOVERNMENT REGULATIONS

(a)    Applicable Law. The Parties are entering into this Agreement in reliance upon and shall fully comply with all Applicable Law which directly or indirectly affects the Products transported, throughput or stored hereunder, or any receipt, throughput, delivery, transportation, handling or storage of Products hereunder or the ownership, operation or condition of the Facilities. Each Party shall be responsible for compliance with all Applicable Laws associated with such Party’s respective performance hereunder and the operation of such Party’s facilities. In the event any action or obligation imposed upon a Party under this Agreement shall at any time be in conflict with any requirement of Applicable Law, then this Agreement shall immediately be modified to conform the action or obligation so adversely affected to the requirements of the Applicable Law, and all other provisions of this Agreement shall remain effective.

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

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

23.    SUSPENSION OF REFINERY OPERATIONS

(a)    From and after the second anniversary of the Original Effective Date, in the event that Refining decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, DKTS may provide written notice to Delek-Big Sandy of DKTS’ intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Original Effective Date) after DKTS has notified Delek-Big Sandy of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If DKTS notifies Delek-Big Sandy, more than two months prior to the expiration of the Notice Period, of Refining’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 23(b) and Section 24(a), during this Notice Period, DKTS shall remain liable for the Deficiency Payments and for Storage

Fees. During the Notice Period, Delek-Big Sandy may terminate this Agreement upon sixty (60) days prior written notice in order to enter into an agreement to provide any third party the services provided to the DKTS under this Agreement.

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

24.    FORCE MAJEURE

(a)    Subject to Section 6(d), in the event that either Party is rendered unable, wholly or in part, by a Force Majeure event to perform its obligations under this Agreement, then upon the delivery by such Party (the “Force Majeure Party”) of written notice (a “Force Majeure Notice”) and full particulars of the Force Majeure event within a reasonable time after the occurrence of the Force Majeure event relied on, the obligations of the Parties, to the extent they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused; provided that (A) prior to the third anniversary of the Original Effective Date, DKTS shall be required to continue to make payments (i) for the Throughput Fees for volumes actually shipped or throughput under this Agreement, (ii) for the Ancillary Services Fee, if any, for services performed, (iii) for the Storage Fee, and (iv) for any Shortfall Payments unless, in the case of (iii) and (iv), the Force Majeure event is an event that adversely affects Delek-Big Sandy’s ability to perform the services it is required to perform under this Agreement, in which case, as applicable, the Storage Fees shall only be paid to the extent DKTS utilizes Delek-Big Sandy’s storage for its Products during the applicable month and, instead of Shortfall Payments, Throughput Fees shall only be paid as provided under (A)(i) above, and (B) from and after the third anniversary of the Original Effective Date, DKTS shall be required to continue to make payments (i) for the Throughput Fees for volumes actually shipped or throughput under this Agreement, (ii) for the Ancillary Services Fee, if any, for services performed and (iii) for the Storage Fee to the extent DKTS utilizes Delek-Big Sandy’s storage for its Products during the applicable month. The Force Majeure Party shall identify in such Force Majeure Notice the approximate length of time that it believes in good faith such Force Majeure event shall continue (the “Force Majeure Period”). DKTS shall be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. Prior to the third anniversary of the Original Effective Date, any suspension of the obligations of the Parties under this Section 24(a) as a result of a Force Majeure event that adversely affects Delek-Big Sandy’s ability to perform the services it is required to perform under this Agreement shall extend the Term for the same period of time as such Force Majeure

event continues (up to a maximum of one year) unless this Agreement is terminated under Section 24(b).

(b)    If the Force Majeure Party advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive months beyond the third anniversary of the Original Effective Date, then at any time after the delivery of such Force Majeure Notice, either Party may deliver to the other Party a notice of termination (a “Termination Notice”), which Termination Notice shall become effective not earlier than twelve (12) months after the later to occur of (i) the delivery of the Termination Notice and (ii) the third anniversary of the Original Effective Date; provided, however, that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends before the Termination Notice becomes effective; provided, further, that upon the cancellation of any Termination Notice, the Parties’ respective obligations hereunder shall resume as soon as reasonably practicable thereafter, and the Term shall be extended by the same period of time as is required for the Parties to resume such obligations. After the third anniversary of the Original Effective Date and following delivery of a Termination Notice, Delek-Big Sandy may terminate this Agreement, to the extent affected by the Force Majeure event, upon sixty (60) days prior written notice to DKTS in order to enter into an agreement to provide any third party the services provided to DKTS under this Agreement; provided, however, that Delek-Big Sandy shall not have the right to terminate this Agreement for so long as DKTS continues to the make Shortfall Payments.

25.    CAPABILITIES OF FACILITIES

(a)    Interruptions of Service. Delek-Big Sandy shall use reasonable commercial efforts to minimize the interruption of service at the Facilities and any portion thereof and shall use its best efforts to minimize the impact of any such interruption on DKTS. Delek-Big Sandy shall inform DKTS at least 60 days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of service at the Facilities, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions Delek-Big Sandy is taking to resume full operations, provided that Delek-Big Sandy shall not have any liability for any failure to notify, or delay in notifying, DKTS of any such matters except to the extent DKTS has been materially damaged by such failure or delay.

(b)    Maintenance and Repair Standards. Subject to Force Majeure and interruptions for routine repair and maintenance consistent with customary terminal and pipeline industry standards, as applicable, Delek-Big Sandy shall maintain (i) the Pipeline in a condition and with a capacity sufficient to ship a volume of DKTS’ Products at least equal to the Minimum Pipeline Capacity and (ii) the Terminal in a condition and with a capacity sufficient to throughput a volume of DKTS’ Products at least equal to the Minimum Throughput Capacity and to store a volume of DKTS’ Products at least equal to the Minimum Storage Capacity. Delek-Big Sandy’s obligations may be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure or interruptions for routine repair and maintenance consistent with industry standards that prevents Delek-Big Sandy from transporting the Minimum Pipeline Capacity, terminalling the Minimum Terminalling Capacity or storing the Minimum Storage Capacity. To

the extent DKTS is prevented for 30 or more days in any Contract Year from transporting volumes equal to the full Minimum Pipeline Capacity, terminalling volumes equal to the full Minimum Terminalling Capacity or using the Minimum Storage Capacity for reasons of Force Majeure or other interruption of service affecting the Facilities (including any reduction in available storage capacity pursuant to Section 3(c)(ii)), then DKTS’ (i) Minimum Pipeline Throughput Commitment shall be proportionately reduced to the extent of the difference between the Minimum Pipeline Capacity and the amount that DKTS can effectively ship on the Pipeline (prorated for the portion of the Contract Quarter during which the Minimum Pipeline Capacity was unavailable) regardless of whether the actual shipments prior to the reduction were below the Minimum Pipeline Throughput Commitment, (ii) Minimum Terminalling Throughput Commitment shall be proportionately reduced to the extent of the difference between the Minimum Terminalling Capacity and the amount that DKTS can effectively throughput at the Terminal (prorated for the portion of the Contract Quarter during which the Minimum Throughput Capacity was unavailable) regardless of whether the actual throughput prior to the reduction was below the Minimum Terminalling Throughput Commitment, and (iii) the Storage Fee shall be reduced by an amount of $0.57 per barrel (which amount shall be adjusted in accordance with adjustments to the Storage Fee provided for in Sections 3(d), 5 and 8(a) above, if applicable, and prorated for the portion of the applicable month during which such storage was unavailable) for each barrel less than the Minimum Storage Capacity that Delek-Big Sandy is unable to store at the Terminal, regardless of whether DKTS actually used such storage capacity. At such time as Delek-Big Sandy is capable of transporting volumes equal to the Minimum Pipeline Capacity, terminalling volumes equal to the Minimum Terminalling Capacity or using the Minimum Storage Capacity, as applicable, DKTS’ obligation to throughput the full Minimum Throughput Commitment and to pay the full Storage Fee shall be restored. If for any reason, including, without limitation, a Force Majeure event, the transportation capacity of the Pipeline should fall below the Minimum Pipeline Capacity or the throughput or storage capacity of the Terminal should fall below the Minimum Terminalling Capacity or the Minimum Storage Capacity, respectively, then with due diligence and dispatch, Delek-Big Sandy shall make repairs to the Facilities, as applicable, to restore the capacity of the Facilities to that required for shipment and throughput of the Minimum Throughput Commitment or using the Minimum Storage Capacity (“Restoration”). Except as provided below in Section 25(c), all of such Restoration shall be at Delek-Big Sandy’s cost and expense, unless the damage creating the need for such repairs was caused by the negligence or willful misconduct of DKTS, its employees, agents or customers.

(c)Capacity Resolution. In the event of the failure of Delek-Big Sandy to maintain the Facilities in a condition and with a capacity sufficient (i) to ship a volume of DKTS’ Products equal to the Minimum Pipeline Capacity, (ii) to throughput a volume of DKTS’ Products equal to the Minimum Throughput Capacity or (iii) to store a volume of DKTS’ Products at least equal to the Minimum Storage Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the

Facilities which will, among other things, specify steps to be taken by Delek-Big Sandy to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration Delek-Big Sandy’s economic considerations relating to costs of the repairs and DKTS’ requirements concerning its refining and marketing operations. Delek-Big Sandy shall use commercially reasonable efforts to continue to provide shipment, storage and throughput of DKTS’ Products at the Facilities, to the extent the Facilities have capability of doing so, during the period before Restoration is completed. In the event that DKTS’ economic considerations justify incurring additional costs to complete the Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, DKTS may require Delek-Big Sandy to expedite the Restoration to the extent reasonably possible, subject to Refining’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan wherein DKTS agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement pursuant to Section 24 above, so long as such Restoration is completed with due diligence and dispatch, and DKTS shall pay its portion of the Restoration costs to Delek-Big Sandy in advance based on a good faith estimate based on reasonable engineering standards. Upon completion, DKTS shall pay the difference between the actual portion of Restoration costs to be paid by DKTS pursuant to this Section 25(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of Delek-Big Sandy’s invoice therefor, or, if appropriate, Delek-Big Sandy shall pay DKTS the excess of the estimate paid by DKTS over Delek-Big Sandy’s actual costs as previously described within thirty (30) days after completion of the Restoration.

(d)    Dedicated Storage. The storage tanks at the Terminal shall be dedicated and used exclusively for the storage and throughput of DKTS’ Products. DKTS shall be responsible for providing all tank heels required for operation of such tanks.

26.    TERMINATION

(a)    A Party shall be in default under this Agreement if:

(i)    the Party materially breaches any provision of this Agreement and such breach is not cured (or a plan to cure such breach reasonably satisfactory to the non-breaching Party has been adopted and is being diligently pursued by the breaching Party) within fifteen (15) calendar days after notice thereof (which notice shall describe such breach in reasonable detail) is received by such Party; or

(ii)    the Party (1) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Applicable Law, or has any such petition filed or commenced against it, (2) makes an assignment or any general arrangement for the benefit of creditors, (3) otherwise becomes bankrupt or insolvent (however evidenced) or (4) as a

liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets;

(b)    If any of the Parties is in default as described above, then (i) if DKTS is in default, Delek-Big Sandy may or (ii) if Delek-Big Sandy is in default, DKTS may: (1) terminate this Agreement upon notice to the defaulting Party; (2) withhold any payments due to the defaulting Party under this Agreement; and/or (3) pursue any other remedy at law or in equity.

(c)    Upon expiration or termination of this Agreement, Delek-Big Sandy shall be responsible for removing any remaining Products of DKTS from the Facilities. Delek-Big Sandy shall have the right to sell such Products at market rates and return any proceeds to DKTS, less delivery costs in effect at the time of such sale.

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

27.    ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL

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

(b)    Delek-Big Sandy shall not assign its rights or obligations under this Agreement without prior written consent from DKTS, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) Delek-Big Sandy may assign this Agreement without DKTS’ consent in connection with a sale by Delek-Big Sandy of the Facilities, including by merger, equity sale, asset sale or otherwise so long as the transferee: (1) agrees to assume all of Delek-Big Sandy’s obligations under this Agreement; (2) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Delek-Big Sandy in its reasonable judgment; and (3) is not a competitor of DKTS, as determined by DKTS in good faith; and (ii) Delek-Big Sandy shall be permitted to make a collateral assignment of this Agreement solely to secure financing for Delek-Big Sandy and its Affiliates.

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

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

(e)    DKTS’ obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, DKTS shall have the option to extend the Term of this Agreement as provided in Section 2 without regard to the notice periods provided in the fourth sentence of Section 2(a). Delek-Big Sandy shall provide DKTS with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

28.    NOTICE

All notices, requests, demands, and other communications hereunder win be in writing and will be deemed to have been duly given: (a) if by transmission by facsimile or hand delivery, when delivered; (b) if mailed via the official governmental mail system, five (5) Business Days after mailing, provided said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; (c) if mailed by an internationally recognized overnight express mail service such as Federal Express, UPS, or DHL Worldwide, one (1) Business Day after deposit therewith prepaid; or (d) if by e-mail, one Business Day after delivery with receipt confirmed. All notices will be addressed to the Parties at the respective addresses as follows:

if to DKTS:

DK Trading & Supply, LLC

c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

DK Trading & Supply, LLC
c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: President

if to Delek-Big Sandy:

Delek Marketing-Big Sandy, LLC,
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

Delek Marketing-Big Sandy, LLC,
310 Seven Springs Way, Suite 500

Brentwood, TN 37027
Attn: Senior Vice President

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

29.    MARKETING OF THROUGHPUT AND STORAGE SERVICES TO THIRD PARTIES

Subject to the limitation on the use of assets that are subject to the Call Option in the Omnibus Agreement, during the Term, Delek-Big Sandy may provide throughput and storage services to third parties at the Terminal and throughput to third parties in the Pipeline, provided that, (i) the provision of such throughput and storage services to third parties is not reasonably likely to negatively affect DKTS’ ability to use either of the Terminal or the Pipeline in accordance with the terms of this Agreement in any material respect, (ii) prior to any third party use of either of the Terminal or the Pipeline or the entry into any agreement with respect thereto, Delek-Big Sandy shall have received prior written consent from DKTS with respect to such third party usage or the entry into such agreement, as applicable, not to be unreasonably withheld, conditioned or delayed and (iii) to the extent such third-party usage reduces the ability of Delek-Big Sandy to provide the Minimum Pipeline Capacity, the Minimum Terminalling Capacity or the applicable Minimum Storage Capacity, the Minimum Pipeline Throughput Commitment, the Minimum Terminalling Throughput Commitment or the Storage Fee, as applicable, shall be proportionately reduced to the extent of the difference between the Minimum Pipeline Capacity, the Minimum Terminalling Capacity or the applicable Minimum Storage Capacity and the amount that can be throughput in the Pipeline or at the Terminal or stored in the Terminal (prorated for the portion of the Contract Quarter during which the Minimum Pipeline Capacity, the Minimum Terminalling Capacity or the applicable Minimum Storage Capacity was unavailable). Notwithstanding the foregoing but subject to the limitation on the use of assets that are subject to the Call Option in the Omnibus Agreement, to the extent DKTS is not using any portion of the Terminal or the Pipeline (the “Open Assets”) during (x) a Force Majeure event set forth in Section 24 that is specific to DKTS and does not impact third parties generally or (y) the Notice Period set forth in Section 23(a), Delek-Big Sandy may provide throughput and/or storage services to third parties on the Open Assets pursuant to one or more third-party agreements without the consent of DKTS, and the Minimum Pipeline Throughput Commitment, the Minimum Terminalling Throughput Commitment and the applicable Storage Fee will be reduced to the extent of such third-party usage as set forth above; provided that such third-party agreements and related services shall terminate following the end of the Force Majeure Period or the restoration of Refinery operations, as applicable.

30.    MISCELLANEOUS

(a)    Modification; Waiver. This Agreement may be terminated, amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement may be waived in writing at any time by the Party entitled to the benefits thereof. No waiver of any of the terms and conditions of this Agreement, or any breach thereof, will be effective unless in writing signed by a duly authorized individual on behalf of the Party against

which the waiver is sought to be enforced. No waiver of any term or condition or of any breach of this Agreement will be deemed or will constitute a waiver of any other term or condition or of any later breach (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided.

(b)    Entire Agreement. This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith.

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

(d)Arbitration Provision. Any and all Disputes, other than actions seeking solely injunctive relief to prevent immediate harm, shall be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 30(d) and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 30(d) will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“Claimant”) serving written notice on the other Party (“Respondent”) that the Claimant elects to refer the Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of DKTS, Delek-Big Sandy or any of their Affiliates and (ii) have not less than seven (7) years experience in the energy industry. The hearing will be conducted in Houston, Texas and commence within thirty (30) days after the selection of the third arbitrator. DKTS, Delek-Big Sandy and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages.

(e)    Confidentiality.

(i)    Obligations. Each Party shall use commercially reasonable efforts to retain the other Party’s Confidential Information in confidence and not disclose the same to any third party nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 30(e)(i). Each Party further agrees to take the same care with the other Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care.

(ii)    Required Disclosure. Notwithstanding Section 30(e)(i) above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or is required to disclose pursuant to the rules and regulations of any national securities exchange upon which the receiving Party or its parent entity is listed, any of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party’s Confidential Information that it is required to disclose and shall cooperate with the disclosing Party in allowing the disclosing Party to obtain such protective order or other relief.

(iii)    Return of Information. Upon written request by the disclosing Party, all of the disclosing Party’s Confidential Information in whatever form shall be returned to the disclosing Party upon termination of this Agreement or destroyed with destruction certified by the receiving Party, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party’s legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer back-up archiving systems during the period such backup or archived materials are retained under such Party’s customary procedures and policies; provided, however, that any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 30(e), and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

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

the provisions of this Agreement, which written agreement will expressly state that it is enforceable against such Receiving Party Personnel by the disclosing Party.

(v)Survival. The obligation of confidentiality under this Section 30(e) shall survive the termination of this Agreement for a period of two (2) years.

(f)    Operator Status. Notwithstanding anything to the contrary herein, Delek-Big Sandy shall be the operator of the Facilities in all respects, and DKTS shall have no power or authority to direct the activities of Delek-Big Sandy or to exert control over the operation of the Facilities or any portion thereof. For the avoidance of doubt, the parties acknowledge that the Facilities are subject to certain restrictions in the Omnibus Agreement.

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

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

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

(j)Schedules. The schedules attached hereto and referred to herein is hereby incorporated in and made a part of this Agreement as if set forth in full herein.

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

[Remainder of this page intentionally left blank.]

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

DELEK MARKETING-BIG SANDY, LLC

By:    /s/ Reuven Spiegel    

Name:    Reuven Spiegel

Title:    Executive Vice President, Chief Financial Officer, and Treasurer

DK TRADING & SUPPLY, LLC

By:    /s/ Joseph Israel     

Name:    Joseph Israel

Title:    Executive Vice President, DK & DKL Operations

EX-10.7

Exhibit 10.7

EXECUTION VERSION

AMENDED AND RESTATED PIPELINES AND STORAGE FACILITIES AGREEMENT

This Amended and Restated Pipelines and Storage Facilities Agreement is made and entered into as of August 5, 2024, by and among DK Trading & Supply, LLC, a Delaware limited liability company, (the “Company”), Delek Logistics Partners, LP, a Delaware limited partnership (the “Partnership”), SALA Gathering Systems, LLC, a Texas limited liability company (“SALA”), El Dorado Pipeline Company, LLC, a Delaware limited liability company (“El Dorado”), and Magnolia Pipeline Company, LLC, a Delaware limited liability company (“Magnolia”) (each of the Company, the Partnership, SALA, El Dorado and Magnolia referred to individually as a “Party” or collectively as the “Parties”), and, for the limited purposes specified in Article 28, the Intermediary.

WHEREAS, Lion Oil Company, LLC, an Arkansas limited liability company (formerly Lion Oil Company, an Arkansas corporation, hereinafter “Lion Oil”), the Partnership, SALA, El Dorado, Magnolia, and for limited purposes an intermediary (together with Lion Oil, the Partnership, SALA, El Dorado, and Magnolia, the “Original Parties”) entered into that certain Pipelines and Storage Facilities Agreement (the “Original Agreement”), dated as of November 7, 2012 (the “Original Commencement Date”);

WHEREAS, the Original Agreement was amended pursuant to that certain First Amendment to Pipeline and Storage Facilities Agreement dated December 14, 2018, by and among the Original Parties;

WHEREAS, the Original Agreement was partially assigned by Lion Oil to the Company pursuant to that certain Partial Assignment and Assumption Agreement dated March 23, 2022, by and among Lion Oil, the Company, and the Partnership and subsequently fully assigned to the Company pursuant to that certain Omnibus Assignment and Assumption Agreement dated August 15, 2022 by and between Lion Oil and the Company;

WHEREAS, the Original Agreement was amended to release the former intermediary from any all further liabilities under the Original Agreement and replace the former intermediary with the Intermediary pursuant to that certain Second Amendment to Pipeline and Storage Facilities Agreement dated December 30, 2022, by and among the Parties, the former intermediary, and the Intermediary; and

WHEREAS, the Parties and the Intermediary desire to amend and restate the Original Agreement as set forth herein.

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

1.Definitions and Construction.

1.1Definitions. For purposes of this Agreement, including the foregoing recitals, the following terms shall have the meanings indicated below:

“Actual Month End Crude Volume” has the meaning specified in Section 6.10(a).

“Actual Month End Product Volume” has the meaning specified in Section 6.10(a).

“Actual Shipments” means the volume of Crude Oil or Products that is delivered on the applicable Pipeline under this Agreement.

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

“Amendment Effective Date” has the meaning assigned to the term “Commencement Date” in the Inventory Intermediation Agreement.”

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

“Arbitrable Dispute” means any and all disputes, controversies and other matters in question between the Partnership Parties, on the one hand, and the Company, on the other hand, required to be resolved by arbitration under this Agreement.

“Bankrupt” means a Person that (i) is dissolved, other than pursuant to a consolidation, amalgamation or merger, (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors, (iv) institutes a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor’s rights, or a petition is presented for its winding-up or liquidation, (v) has a resolution passed for its winding-up, official management or liquidation, other than pursuant to a consolidation, amalgamation or merger, (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for all or substantially all of its assets, (vii) has a secured party take possession of all or substantially all of its assets, or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets, (viii) files an answer or other pleading admitting or failing to contest the allegations of a petition filed against it in any proceeding of the foregoing nature, (ix) causes or is subject to any event with respect to it which, under Applicable Law, has an analogous effect to any of the foregoing events, (x) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy under any bankruptcy or insolvency law or other similar law affecting creditors’ rights and such proceeding is not dismissed within fifteen (15) days after the date of commencement or

2

(xi) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing events.

“Barrel” means forty-two (42) net U.S. gallons, measured at 60° F. “bpd” means Barrels per day.

“Business Day” means any day that is not a Saturday, Sunday or any other day on which banks in the State of New York are not open to transact regular business.

“Call Option” has the meaning given to such term in the Omnibus Agreement.

“Capacity Resolution” has the meaning specified in Section 6.3.

“Capital Improvement” means (a) any modification, improvement, expansion or increase in the capacity of the Pipelines or Storage Facilities or any portion thereof, or (b) any connection, or new point of receipt or delivery for Crude Oil or Products, including any terminals, lateral pipelines or extensions of the Pipelines.

“Claimant” has the meaning specified in Article 26.

“Commencement Date” means July 1, 2024.

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

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

“Contract Quarter” means a three-month period that commences on January 1, April 1, July 1 or October 1, and ends on March 31, June 30, September 30 or December 31, respectively, except that the final Contract Quarter shall end on the last day of the Term.

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

“Control” (including with correlative meaning, the term “controlled by”) means, as used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

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“CPT” means the prevailing time in the Central time zone.

“Crude Delivery Point” means (1) with respect to the Lion Crude Pipelines, the inlet flange of meters R-1, R-2 and R-3 located adjacent to the Refinery, (2) with respect to the Gathering System, the El Dorado Crude Pipeline interconnection or the El Dorado storage facility and (3) with respect to any Capital Improvement, the delivery point agreed to by the Parties.

“Crude Intake Point” means the inlet flange of each Crude Storage Tank with respect to such Tank, and the inlet flange of each Crude Oil Pipeline with respect to such Pipeline.

“Crude Oil Linefill” means, at any time, the aggregate volume of Crude Oil linefill on the Crude Oil Pipelines for which the Company or its assignee is treated as the exclusive owner by the Crude Oil Pipelines; provided that such volume shall be determined by using the volumes reported on the most recent monthly or daily statements, as applicable, from the Crude Oil Pipelines.

“Crude Oil” means naturally recovered hydrocarbon mixtures, excluding recovered or recycled oils or any cracked materials.

“Crude Oil Pipelines” means the Lion Crude Pipelines and the Gathering System.

“Crude Storage Tanks” means the tanks owned by the Partnership or its subsidiaries that store Crude Oil, as further described on Schedule A.

“Default” means any Event of Default, which with notice or the passage of time, would constitute an Event of Default.

“Defaulting Party” has the meaning specified in Section 16.2. “Deficiency Notice” has the meaning specified in Section 4.6(a). “Deficiency Payment” has the meaning specified in Section 4.6(a). “Delek US” means Delek US Holdings, Inc., a Delaware corporation. “Designation Period” has the meaning specified in Section 28.1.

“Diesel Pipeline” means El Dorado’s approximately 8-mile, 12-inch diameter diesel pipeline that commences at the pipeline inlet meter adjacent to the Refinery and terminates at the connection to the Enterprise TE Products System.

“Diesel Pipeline Minimum Throughput Capacity” means an aggregate amount of throughput capacity equal to 25,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“Duplicative Crude” has the meaning specified in Section 4.2(b).

“Early Termination Date” has the meaning specified in Section 2.2.

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

“El Dorado Crude Pipeline” means El Dorado’s approximately 28-mile, 12-inch diameter Crude Oil pipeline from Magnolia Station to Sandhill Station.

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“El Dorado Crude Pipeline Minimum Throughput Capacity” means an aggregate amount of throughput capacity equal to 60,000 bpd multiplied by the number of calendar days in the Contract Quarter.

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

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

“Event of Default” has the meaning specified in Section 16.1.

“Expiration Date” means the “Expiration Date,” as defined in the Inventory Intermediation Agreement, or, if later, the date on which all obligations thereunder are finally settled.

“Facility” has the meaning specified in Section 6.6.

“FERC” means the Federal Energy Regulatory Commission.

“Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, terrorism, cyberattacks, blockades, insurrections, riots, storms, floods, washouts, arrests, the order of any court or Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, fires, leaks, releases, breakage, accident to machinery, storage tanks or lines of pipe, inability to obtain or unavoidable delay in obtaining material or equipment, inability to obtain Crude Oil because of a failure of third-party pipelines, and any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension and which by the exercise of commercially reasonable efforts such Party is unable to prevent or overcome; provided, however, that a Party’s inability to perform its economic obligations hereunder shall not constitute an event of Force Majeure.

“Force Majeure Notice” has the meaning specified in Section 14.1. “Force Majeure Party” has the meaning specified in Section 14.1. “Force Majeure Period” has the meaning specified in Section 14.1.

“Gasoline Pipeline” means El Dorado’s approximately 8-mile, 10-inch diameter gasoline pipeline that commences at the pipeline inlet meter adjacent to the Refinery and terminates at the connection to the Enterprise TE Products System.

“Gasoline Pipeline Minimum Throughput Capacity” means an aggregate amount of throughput capacity equal to 25,000 bpd multiplied by the number of calendar days in the Contract Quarter.

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“Gathering System” means SALA’s approximately 600-mile Crude Oil gathering pipeline system.

“Gathering System Minimum Throughput Commitment” shall mean (i) for Contract Quarters prior to January 1, 2026, an aggregate amount of Crude Oil equal to 14,000 bpd multiplied by the number of calendar days in the Contract Quarter, and (ii) for Contract Quarters beginning on or after January 1, 2026, an aggregate amount of Crude Oil equal to 8,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“Gathering System Tariff” means the tariff published by SALA with respect to the Gathering System prior to the Commencement Date and filed with the FERC, including all current and future supplements to and successive issues thereof.

“Gathering System Throughput Fee” has the meaning specified in Section 4.2(c).

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

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

“Initial Term” has the meaning specified in Section 2.1.

“Intermediary” means Citigroup Energy Inc. or any successor thereto as a result of the replacement of the Inventory Intermediation Agreement.

“Intermediary Materials” has the meaning set forth in Section 28(a).

“Inventory Intermediation Agreement” means the Inventory Intermediation Agreement by and between DK Trading & Supply, LLC and Citigroup Energy Inc., dated as of December 30, 2022, as from time to time amended, modified and/or restated, and any replacement thereof.

“Liabilities” means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, “Costs”) of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement or judicial or administrative order and any Costs arising from compliance or non-compliance with Environmental Law.

“Lion Crude Minimum Throughput Commitment” shall mean an aggregate amount of Crude Oil equal to 46,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“Lion Crude Pipelines” means the Magnolia Pipeline, the El Dorado Crude Pipeline and the Rail Pipeline.

“Lion Crude Tariffs” means the individual and joint tariffs published by El Dorado, Magnolia and SALA with respect to the El Dorado Crude Pipeline, the Magnolia Pipeline and the Rail Pipeline, respectively, prior to the Commencement Date and filed with the FERC, including all current and future supplements to and successive issues thereof.

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“Lion Crude Throughput Fee” has the meaning specified in Section 4.2(b). “Lion Indemnitees” has the meaning specified in Section 17.1.

“Lion Oil” has the meaning specified in the recitals to this Agreement.

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

“Magnolia Pipeline” means Magnolia’s approximately 77-mile Crude Oil pipeline from ExxonMobil’s North Line pipeline near Shreveport, Louisiana to Magnolia Station.

“Magnolia Pipeline Minimum Throughput Capacity” means an aggregate amount of throughput capacity equal to 30,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“Magnolia Station” means Magnolia’s crude oil station near Magnolia, Arkansas.

“Materials” means any Crude Oil and/or Products transported or stored under this Agreement.

“Minimum Throughput Capacity” shall mean the Magnolia Pipeline Minimum Throughput Capacity, the El Dorado Crude Pipeline Minimum Throughput Capacity, the Diesel Pipeline Minimum Throughput Capacity and the Gasoline Pipeline Minimum Throughput Capacity, as applicable.

“Minimum Throughput Commitment” shall mean the Lion Crude Minimum Throughput Commitment, the Products Minimum Throughput Commitment and the Gathering System Minimum Throughput Commitment, as applicable.

“Non-Defaulting Party” means the Party other than the Defaulting Party.

“Notice Period” has the meaning specified in Section 15.1.

“NSV” means, with respect to any measurement of volume, the total liquid volume, excluding basic sediment and water and free water, corrected for the observed temperature to 60° F.

“Omnibus Agreement” means that certain Fourth Amended and Restated Omnibus Agreement dated as of August 5, 2024, among Delek US, on behalf of itself and the other Delek Entities (as defined therein), Delek Refining, Ltd., Lion Oil, the Partnership, Paline Pipeline Company, LLC, SALA Gathering Systems, LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, Delek Crude Logistics, LLC, Delek Marketing-Big Sandy, LLC, Delek Marketing & Supply, LP, Logistics and the General Partner, as the same may be amended from time to time.

“Open Assets” has the meaning specified in Section 4.7.

“Original Agreement” has the meaning specified in the recitals to this Agreement.

“Original Commencement Date” has the meaning specified in the recitals to this Agreement.

“Original Parties” has the meaning specified in the recitals to this Agreement.

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

“Partnership Change of Control” means Delek US ceases to Control the General Partner.

“Partnership Indemnitees” has the meaning specified in Section 17.2.

“Partnership Parties” means the Partnership, El Dorado, SALA and Magnolia.

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

“Permitted Lien(s)” means (a)(i) liens on real estate for real estate taxes, assessments, sewer and water charges and/or other governmental charges and levies not yet delinquent and (ii) liens for taxes, assessments, judgments, governmental charges or levies, or claims not yet delinquent or the non-payment of which is being diligently contested in good faith by appropriate proceedings and for which adequate reserves have been set aside; (b) liens of mechanics, laborers, suppliers, workers and materialmen incurred in the ordinary course of business for sums not yet due or being diligently contested in good faith; provided, however, that if a reserve or appropriate provision shall be required by GAAP, then such reserve or provision shall have been made therefor; (c) liens incurred in the ordinary course of business in connection with worker’s compensation and unemployment insurance or other types of social security benefits; and (d) liens securing rental, storage, throughput, handling or other fees or charges owing from time to time to common carriers, solely to the extent of such fees or charges.

“Person” means an individual, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization, joint stock company or any other private entity or organization, Governmental Authority, court or any other legal entity, whether acting in an individual, fiduciary or other capacity.

“Pipelines” means the Crude Oil Pipelines and the Product Pipelines.

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

“Product” means any of the refined petroleum products listed on Schedule B, as from time to time amended by mutual agreement of the Parties.

“Product Linefill” means, at any time and for any grade of Product, the aggregate volume of linefill of that Product on the Product Pipelines for which the Company or its assignee is treated as the exclusive owner by the Product Pipelines; provided that such volume shall be determined by using the volumes reported on the most recent monthly or daily statements, as applicable, from the Product Pipelines.

“Product Pipelines” means the Gasoline Pipeline and the Diesel Pipeline.

“Products Delivery Point” means the inlet flange of the meters of the Product Pipelines.

“Products Minimum Throughput Commitment” shall mean an aggregate amount of Products equal to 40,000 bpd multiplied by the number of days in the Contract Quarter.

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“Products Tariff” means the tariff published by El Dorado with respect to the Product Pipelines prior to the Commencement Date and filed with the FERC, including all current and future supplements to and successive issues thereof.

“Products Throughput Fee” has the meaning specified in Section 4.2(a).

“Rail Pipeline” shall mean SALA’s Crude Oil pipeline from a rail spur west of Sandhill Station to Tank 192.

“Receiving Party Personnel” has the meaning specified in Section 20.4.

“Refinery” means the petroleum refinery located in El Dorado, Arkansas owned and operated by the Lion Oil.

“Renewal Term” has the meaning specified in Section 2.1.

“Required Permits” has the meaning specified in Section 6.5.

“Respondent” has the meaning specified in Article 26.

“Restoration” has the meaning specified in Section 6.2.

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

“Shortfall Payment” has the meaning specified in Section 4.3.

“Services” has the meaning specified in Section 8.1.

“Special Damages” has the meaning specified in Article 18.

“Storage Facilities” mean the Crude Storage Tanks and the land, piping, truck facilities, rail facilities and other facilities related thereto, together with existing or future modifications or additions.

“Supplier’s Inspector” means any Person selected by the Company or its assignee to perform any and all inspections required by the Company in a commercially reasonable manner at the Company’s own cost and expense that is acting as an agent for the Company and that (1) is a Person who performs sampling, quality analysis and quantity determination of the Crude Oil and Products purchased and sold under the Inventory Intermediation Agreement and is licensed to do so, (2) is not an Affiliate of any Party and (3) in the commercially reasonable judgment of the Company, is qualified and reputed to perform its services in accordance with Applicable Law and industry practice.

“Suspension Notice” has the meaning specified in Section 15.1.

“Tank Maintenance” has the meaning specified in Section 6.9(a).

“Tariff” means the Products Tariff, the Lion Crude Tariffs and the Gathering System Tariff, as applicable.

“Term” has the meaning specified in Section 2.1.

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“Termination Notice” has the meaning specified in Section 14.2.

“Throughput Fees” has the meaning specified in Section 4.2(c).

“Volume Determination Procedures” mean the Partnership Parties’ ordinary month-end procedures for determining the NSV of Crude Oil in the Crude Storage Tanks, which for each Contract Quarter-end shall be based on manual gauge readings of each Crude Storage Tank as at the end of such Contract Quarter.

1.2Construction of Agreement.

(a)Unless otherwise specified, all references herein are to the Articles, Sections and Exhibits of this Agreement and all Schedules and Exhibits are incorporated herein.

(b)All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Agreement.

(c)Unless expressly provided otherwise, the word “including” as used herein does not limit the preceding words or terms and shall be read to be followed by the words “without limitation” or words having similar import.

(d)Unless expressly provided otherwise, all references to days, weeks, months and quarters mean calendar days, weeks, months and quarters, respectively.

(e)Unless expressly provided otherwise, references herein to “consent” mean the prior written consent of the Party at issue, which shall not be unreasonably withheld, delayed or conditioned.

(f)A reference to any Party to this Agreement or another agreement or document includes the Party’s permitted successors and assigns.

(g)Unless the contrary clearly appears from the context, for purposes of this Agreement, the singular number includes the plural number and vice versa; and each gender includes the other gender.

(h)Except where specifically stated otherwise, any reference to any Applicable Law or agreement shall be a reference to the same as amended, supplemented or reenacted from time to time.

(i)The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

1.3The Parties acknowledge that they and their counsel have reviewed and revised this Agreement and that no presumption of contract interpretation or construction shall apply to the advantage or disadvantage of the drafter of this Agreement.

2.Term.

2.1The initial term of this Agreement (the “Initial Term”) shall commence at 00:00:01 a.m., CPT, on the Commencement Date and shall extend through and including June 30, 2031. Thereafter, the

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Company shall have a unilateral option to extend this Agreement for an additional period extending through and including June 30, 2036, on the same terms and conditions set forth herein (each, a “Renewal Term”). The Initial Term and any Renewal Terms are sometimes referred to collectively herein as the “Term.” In order to exercise its option to extend this Agreement for a Renewal Term, the Company shall notify the Partnership in writing not more than twenty-four (24) months and not less than twelve (12) months prior to the expiration of the Initial Term or any Renewal Term, as applicable.

2.2The Parties may terminate this Agreement prior to the end of the Term (but are under no obligation to do so) (i) as they may mutually agree in writing, (ii) pursuant to a Termination Notice under Section 14.2, (iii) pursuant to Section 15.1 or (iv) pursuant to Section 16.2. The effective date of any such termination shall be the “Early Termination Date.”

3.Shipping Rights. Subject to the terms and conditions hereof, the Company agrees to take service on the Pipelines in accordance with the terms, conditions and procedures set forth in the Tariff.

4.Minimum Throughput Commitments; Throughput Fees.

4.1Minimum Throughput Commitments. During each Contract Quarter during the Term and subject to the terms and conditions of this Agreement, the Company agrees that commencing on the Commencement Date, the Company will ship on (i) the Lion Crude Pipelines, the Lion Crude Minimum Throughput Commitment, (ii) the Gathering System, the Gathering System Minimum Throughput Commitment and (iii) the Products Pipelines, the Product Minimum Throughput Commitment.

4.2Throughput Fees.

(a)The throughput fee applicable to transportation of Products on the Product Pipelines (the “Products Throughput Fee”) shall be the rate specified in the Products Tariff. Subject to Sections 4.3 and 4.4, the Company shall pay the Partnership an amount equal to the Products Throughput Fee multiplied by the Actual Shipments on the Product Pipelines.

(b)The throughput fee applicable to transportation of Crude Oil on the Lion Crude Pipelines (the “Lion Crude Throughput Fee”) shall be the applicable rate specified in the Lion Crude Tariffs; provided, however, that the Lion Crude Tariffs provide that no tariff or fee is payable with respect to any Crude Oil transported on the El Dorado Crude Pipeline that has previously been transported on the Magnolia Pipeline or the Gathering System and which the applicable Throughput Fee for such previous transportation is payable (the “Duplicative Crude”). Subject to Sections 4.3 and 4.4, the Company shall pay the Partnership an amount equal to the Crude Throughput Fee multiplied by the Actual Shipments on the Lion Crude Pipelines (other than the Duplicative Crude).

(c)The throughput fee applicable to transportation of Crude Oil on the Gathering System (the “Gathering System Throughput Fee” and, together with the Products Throughput Fee and the Lion Crude Throughput Fee, the “Throughput Fees”) shall be the rate specified in the Gathering System Tariff. Subject to Sections 4.3 and 4.4, the Company shall pay the Partnership an amount equal to the Gathering System Throughput Fee multiplied by the Actual Shipments on the Gathering System.

(d)All fees set forth in this Agreement shall be increased or decreased, as applicable, on July 1 of each year of the Term or as otherwise requested by the Company and agreed to by the Parties (i) by the change in any inflationary index promulgated by FERC in accordance with the FERC’s indexing methodology currently set forth at 18 CFR § 342.3, including future amendments or modifications thereof, (ii) in the event that the FERC terminates its indexing methodology during the

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Term of this Agreement, by a percentage equal to the change in the CPI-U (All Urban Consumers), as reported by the U.S. Bureau of Labor Statistics, or as agreed to by the Parties.

(e)During the Term, if new laws or regulations are enacted that require the Partnership Parties to make substantial and unanticipated capital expenditures (other than maintenance capital expenditures) with respect to any of the Pipelines or the Crude Storage Tanks, the Partnership Parties may seek authorization from the FERC to increase its Tariff rates to recover such expenditures. The Partnership Parties shall provide notice to the Company of their intention to request such a rate increase. Upon receipt of such notice, the Parties will negotiate in good faith to reach a settlement rate. If the Parties agree to a settlement rate within thirty (30) days, or within such additional time as mutually agreed to by the Parties, the Company shall agree in writing to the proposed rate change and the Partnership shall file the rate change with the FERC and submit a verified statement to the FERC indicating the support of the Company. If the Parties do not agree to a settlement rate, the Partnership reserves the right to file a cost-based rate increase with FERC to recover such capital expenditures.

4.3Shortfall Payments. If, for any Contract Quarter, Actual Shipments for such Contract Quarter on any Pipeline are less than the applicable Minimum Throughput Commitment, then the Company shall pay the Partnership Parties an amount (a “Shortfall Payment”) with respect to such Pipeline equal to the difference between (i) the applicable Minimum Throughput Commitment multiplied by the applicable Throughput Fee and (ii) the aggregate Throughput Fees for such Contract Quarter payable with respect to such Pipeline under Section 4.2. For purposes of calculating the Shortfall Payment with respect to any Pipeline, all Actual Shipments on any other Pipeline for such Contract Quarter shall be disregarded. The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the applicable Minimum Throughput Commitments and the payment of the Shortfall Payment shall relieve the Company of any obligation to meet such Minimum Throughput Commitments for the relevant Contract Quarter. The Parties further acknowledge and agree that there shall not be any carry-over of volumes in excess of the Minimum Throughput Commitments to any subsequent Contract Quarter.

4.4Invoicing and Timing of Payments. The Partnership Parties shall invoice the Company monthly (or in the case of Shortfall Payments, quarterly). The Company will make payments to the Partnership Parties on a monthly basis (or in the case of Shortfall Payments, on a quarterly basis) during the Term with respect to services rendered by the Partnership Parties under this Agreement in the prior month (or in the case of Shortfall Payments, Contract Quarter) upon the later of (i) ten (10) days after its receipt of such invoice and (ii) thirty (30) days following the end of the calendar month or Contract Quarter, as applicable, during which the invoiced services were performed. Any past due payments owed to the Partnership Parties hereunder shall accrue interest, payable on demand, at the Prime Rate from the due date of the payment through the actual date of payment. Payment of any Throughput Fees or Shortfall Payment pursuant to this Section 4.4 shall be made by wire transfer of immediately available funds to an account designated in writing by Partnership. If any such fee shall be due and payable on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day.

4.5Change in Pipelines’ Direction; Product Service or Origination and Destination; Capital Improvements.

(a)(i) Subject to the limitation on the use of assets that are subject to the Call Option in the Omnibus Agreement, without the Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, the Partnership Parties shall not (A) reverse the direction of any of the Pipelines; (B) change, alter or modify the product service of any of the Pipeline operations;

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or (C) change, alter or modify the origination or destination of any of the Pipeline operations; provided, however, that the Partnership Parties may take any necessary emergency action to prevent or remedy a release of Crude Oil or Products from any of the Pipelines without obtaining the consent required by this Section 4.5(a)(i). The Company may request that the Partnership reverse the direction of any of the Pipelines, and the Partnership shall determine, in its sole discretion, whether to complete the proposed reversal.

(ii)Should the Partnership determine to proceed with a Company proposed reversal, the Partnership will notify the Company of the total estimated costs necessary to complete the reversal and the proposed adjustment to the Throughput Fees and the Minimum Throughput Commitments or the Minimum Throughput Capacities required by the Partnership to recover such costs. The Partnership may seek authorization from FERC to increase its Tariff rates to recover such expenditures. The Partnership shall provide notice to the Company of their intention to request such a rate increase. Upon receipt of such notice, the Parties will negotiate in good faith to reach a settlement rate. If the Parties agree to a settlement rate within thirty (30) days, or within such additional time as mutually agreed to by the Parties, the Company shall agree in writing to the proposed rate change and the Partnership shall file the rate change with FERC and submit a verified statement to the FERC indicating the support of the Company. If the Parties do not agree to a settlement rate, the Partnership reserves the right to file a cost-based rate increase with FERC to recover such costs or to not proceed with the reversal.

(b)(i) During the term of this Agreement, the Company shall be entitled to designate Capital Improvements to be made to the Pipelines and the Storage Facilities. For any Capital Improvement designated by the Company, the Company shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement to the Pipelines and/or the Storage Facilities, as the case may be. The Partnership will review such proposal to determine, in its sole discretion, whether it will consent to proceed with the proposed Capital Improvement. In connection with the construction of any Capital Improvement pursuant to this Section 4.5(b), the Company shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction.

(ii)    Should the Partnership determine to proceed and construct or cause to be constructed the approved Capital Improvement, the Partnership will obtain bids from two or more general contractors reasonably acceptable to the Company for the construction of the Capital Improvement. Based upon the bids, the Partnership will notify the Company of the total estimated amount necessary to construct such Capital Improvement (which amount shall include the costs of capital, a reasonable rate of return over the remaining Term and any other costs necessary to place such Capital Improvement in service) and the proposed adjustment to the Throughput Fees and the Minimum Throughput Commitments or the Minimum Throughput Capacities required by the Partnership to recover such costs. The Partnership may seek authorization from FERC to increase its Tariff rates to recover such expenditures. The Partnership shall provide notice to the Company of their intention to request such a rate increase. Upon receipt of such notice, the Parties will negotiate in good faith to reach a settlement rate. If the Parties agree to a settlement rate within thirty (30) days, or within such additional time as mutually agreed to by the Parties, the Company shall agree in writing to the proposed rate change and the Partnership shall file the rate change with FERC and submit a verified statement to the FERC indicating the support of the Company. If the Parties do not agree to a settlement

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rate, the Partnership reserves the right to file a cost-based rate increase with FERC to recover such capital expenditures or to not proceed with the construction of the Capital Improvement.

(iii)    Upon completion of the construction of any Capital Improvement, the Partnership will own such Capital Improvement, and will operate and maintain the Capital Improvement in accordance with Applicable Law and recognized industry standards.

4.6Deficiency Payments.

(a)As soon as practicable following the end of each calendar month under this Agreement, the Partnership shall deliver to the Company a written notice (the “Deficiency Notice”) detailing any failure of the Company to meet its obligations under Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 6.3 or Article 8 of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Partnership believes would have been paid to the Partnership if the Company had complied with its obligations under Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 6.3 and Article 8 of this Agreement (the “Deficiency Payment”). The Company shall pay the Deficiency Payment to the Partnership upon the later of (A) ten (10) days after its receipt of the Deficiency Notice and (B) thirty (30) days following the end of the calendar month during which the Deficiency Notice was delivered.

(b)If the Company disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to the Partnership, a senior officer of the Company and a senior officer of the Partnership shall meet or communicate by telephone at a mutually acceptable time, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of any Deficiency Payment, the Company and the Partnership shall, within forty-five (45) days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Article 26. During the 60-day period following the receipt of any Deficiency Notice, the Company shall have the right to inspect and audit the working papers of the Partnership relating to such Deficiency Payment.

(c)If it is determined by arbitration in accordance with Article 26 that any or all of the disputed portion of the Deficiency Payment was required to be paid, the Company shall promptly pay to the Partnership such amount, together with interest thereon from the date provided in the last sentence of Section 4.6(a) at the Prime Rate, in immediately available funds.

4.7Marketing of Transportation and Storage Services to Third Parties. Subject to the limitation on the use of assets that are subject to the Call Option in the Omnibus Agreement, during the Term the Partnership Parties may market transportation services to third parties on the Pipelines and storage services to third parties in the Storage Facilities, provided that, (i) the provision of such transportation and storage services to third parties is not reasonably likely to negatively affect the Company’s ability to use any of the Pipelines or the Storage Facilities in accordance with the terms of this Agreement in any material respect, (ii) prior to marketing to any third party the use of either of the Pipelines or the Storage Facilities or the entry into any agreement with respect thereto, the applicable Partnership Party shall have received prior written consent from the Company with respect to such marketing or the entry into such agreement, as applicable, not to be unreasonably withheld, conditioned or

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delayed and (iii)to the extent such third-party usage reduces the ability of the Partnership Parties to provide the applicable Minimum Throughput Capacity, the applicable Minimum Throughput Commitment shall be proportionately reduced to the extent of the difference between the applicable Minimum Throughput Capacity and the amount that can be throughput in the applicable Pipelines (prorated for the portion of the Contract Quarter during which such Minimum Throughput Capacity was unavailable). Nothing in this Section 4.7 shall be construed to limit any obligation of the Partnership Parties under the Interstate Commerce Act. Notwithstanding the foregoing but subject to the limitation on the use of assets that are subject to the Call Option in the Omnibus Agreement, to the extent the Partnership is not using any portion of the Pipelines (the “Open Assets”) during (x) a Force Majeure event set forth in Article 14 that is specific to the Company and does not impact third parties generally or (y) or the twelve-month Notice Period set forth in Article 15, the Partnership Parties may market transportation services to third parties on the Open Assets pursuant to one or more third party agreements without the consent of the Company and the applicable Minimum Throughput Commitment will be proportionately reduced to the extent of such third party usage; provided that such third party agreements shall terminate following the end of the Force Majeure Period or the restoration of Refinery operations, as applicable.

5.Custody, Title and Risk of Loss.

5.1Subject to Article 28, the Company shall, at all times during the Term, retain exclusive title to the Crude Oil and Products stored by it in the Storage Facilities or transported by it in the Pipelines, and such Crude Oil and Products shall remain the Company’s exclusive property. The Company hereby represents that, at all times during the Term, it holds exclusive title to the Crude Oil and Products stored by it in the Storage Facilities or transported by it in the Pipelines (including the Crude Oil Linefill and the Product Linefill), free and clear of any liens, security interests, encumbrances and claims whatsoever, other than (a) Permitted Liens and (b) any liens, security interests, encumbrances and claims with respect to which the Company has entered into an agreement reasonably acceptable to the Partnership Parties subordinating such lien, security interest, encumbrance or claim to any applicable rights of the Partnership Parties under the Tariffs.

5.2During the time any Materials are held in any Storage Facilities or transported in any Pipelines, each Partnership Party, in its capacity as operator of the applicable Storage Facility or Pipeline, as the case may be, shall be solely responsible for compliance with all Applicable Laws, including all Environmental Laws, pertaining to the possession, handling, use and processing of such Materials.

5.3Title and risk of loss to all of the Materials stored in the Storage Facilities or transported in the Pipelines shall remain at all times with the Company. The Company shall, during each month, (i) be entitled to all volumetric gains in the Storage Facilities and the Pipelines and (ii) be responsible for all volumetric losses in the Storage Facilities and the Pipelines up to a maximum of 0.25%. Notwithstanding the foregoing, the Partnership Parties shall be responsible for (i) any contamination of the Materials stored in the Storage Facilities or transported in the Pipelines during the Term and (ii) any other loss or damage to the Materials stored in the Storage Facilities or transported in the Pipelines during the Term to the extent such loss or damage is caused by or attributable to the negligence or willful misconduct of a Partnership Party or any of its employees or agents.

5.4During the Term, the Partnership Parties shall hold all Materials in the Storage Facilities and the Pipelines solely as bailee, and represent and warrant that when any such Materials are redelivered to the Company or any party designated by the Company, the Company or such designated party shall have good title thereto free and clear of any liens, security interests, encumbrances and claims of any kind whatsoever created or caused to be created by the Partnership Parties, other than Permitted Liens. During

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the Term, none of the Partnership Parties or any of their Affiliates shall (and the Partnership Parties shall not permit any of their Affiliates or any other Person to) use any such Materials for any purpose. Solely in its capacity as bailee, the Partnership Parties shall have custody of the Crude Oil stored or transported under this Agreement from the time such Crude Oil passes the Crude Intake Point until such time that the Crude Oil passes the applicable Crude Delivery Point.

6.Condition and Maintenance of Storage Facilities and Pipelines.

6.1Interruption of Service. The Partnership shall use reasonable commercial efforts to minimize the interruption of service on the Pipelines or at the Storage Facilities and shall use its best efforts to minimize the impact of any such interruption on the Company. The Partnership shall inform the Company at least 60 days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of service (i) on any Pipeline or (ii) of the Storage Facilities, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions the Partnership is taking to resume full operations, provided that the Partnership shall not have any liability for any failure to notify, or delay in notifying, the Company of any such matters except to the extent the Company has been materially damaged by such failure or delay.

6.2Maintenance and Repair Standards. Subject to Force Majeure and interruptions for planned repair and maintenance scheduled in advance and other routine repair and maintenance consistent with industry standards, the Partnership Parties shall maintain (i) the Magnolia Pipeline with sufficient aggregate capacity to throughput a volume of Crude Oil at least equal to the Magnolia Pipeline Minimum Throughput Capacity, (ii) the El Dorado Crude Pipeline with sufficient aggregate capacity to throughput a volume of Crude Oil at least equal to the El Dorado Crude Pipeline Minimum Throughput Capacity, (iii) the Diesel Pipeline with sufficient aggregate capacity to throughput a volume of Crude Oil at least equal to the Diesel Pipeline Minimum Throughput Capacity and (iv) the Gasoline Pipeline with sufficient capacity to throughput a volume of Crude Oil at least equal to the Gasoline Pipeline Minimum Throughput Capacity. The Partnership Parties’ obligations may be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure or interruptions for routine repair and maintenance consistent with industry standards that prevent the Partnership Parties from providing the applicable Minimum Throughput Capacity. To the extent the Company is prevented for 30 or more days in any Contract Year from (i) throughputting volumes on the Magnolia Pipeline equal to the full Magnolia Pipeline Minimum Throughput Capacity and (ii) throughputting volumes on the Lion Crude Pipelines equal to at least the Lion Crude Minimum Throughput Commitment for reasons of Force Majeure or other interruption of service affecting the facilities or assets of the Partnership Parties, then the Lion Crude Minimum Throughput Commitment shall be proportionately reduced to the extent of the difference between the Lion Crude Minimum Throughput Capacity and the amount that the Partnership Parties can effectively throughput in the Lion Crude Pipelines (prorated for the portion of the Contract Quarter during which the Lion Crude Minimum Throughput Capacity was unavailable) regardless of whether actual throughput prior to the reduction was below the Lion Crude Minimum Throughput Commitment. To the extent the Company is prevented for 30 or more days in any Contract Year from (i) throughputting volumes on the El Dorado Crude Pipeline equal to at least the El Dorado Crude Pipeline Minimum Throughput Capacity or (ii) throughputting volumes on the Products Pipeline equal to at least the Products Minimum Throughput Commitment for reasons of Force Majeure or other interruption of service affecting the facilities or assets of the Partnership Parties, then the applicable Minimum Throughput Commitment shall be proportionately reduced to the extent of the difference between the applicable Minimum Throughput Capacity and the amount that the Partnership Parties can effectively throughput in such Pipelines (prorated for the portion of the Contract Quarter during which the applicable Minimum Throughput Capacity was unavailable) regardless of whether actual throughput amounts prior

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to the reduction were below the applicable Minimum Throughput Commitments. At such time as the Partnership Parties are capable of throughputting volumes equal to the full applicable Minimum Throughput Capacity, the Company’s obligation to throughput the full applicable Minimum Throughput Commitment shall be restored. If for any reason, including, without limitation, a Force Majeure event, the throughput of the Pipelines should fall below the applicable Minimum Throughput Capacity, then with due diligence and dispatch, the Partnership Parties shall make repairs to the Pipelines to restore the capacity of the Pipelines to that required for throughput of the applicable Minimum Throughput Capacity (“Restoration”). Except as provided below in Section 6.3, all of such Restoration shall be at the Partnership Parties’ cost and expense, unless the damage creating the need for such repairs was caused by the negligence or willful misconduct of the Company, its employees, agents or customers. The Partnership Parties shall maintain the Gathering System and the Rail Pipeline in good working order.

6.3Capacity Resolution. In the event of the failure of the Partnership Parties to maintain the Pipelines with sufficient capacity to throughput the applicable Minimum Throughput Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration which will, among other things, specify steps to be taken by the Partnership Parties to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary pipeline transportation and terminal industry standards and shall take into consideration the Partnership Parties’ economic considerations relating to costs of the repairs and the Company’s requirements concerning its refining and marketing operations. The Partnership Parties shall use commercially reasonable efforts to continue to provide throughput of the Materials, to the extent the Pipelines have capability of doing so, during the period before Restoration is completed. In the event that the Company’s economic considerations justify incurring additional costs to complete the Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, the Company may require the Partnership Parties to expedite the Restoration to the extent reasonably possible, subject to the Company’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan wherein the Company agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement pursuant to Section 14.2 below so long as such Restoration is completed with due diligence and dispatch, and the Company shall pay its portion of the Restoration Cost to the Partnership in advance based on a good faith estimate based on reasonable engineering standards. Upon completion, the Company shall pay the difference between the actual portion of Restoration costs to be paid by the Company pursuant to this Section 6.3 and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of the Partnership’s invoice therefor, or, if appropriate, the Partnership shall pay the Company the excess of the estimate paid by the Company over the Partnership Parties’ actual costs as previously described within thirty (30) days after completion of the Restoration.

6.4The Partnership Parties will endeavor to ensure that no Materials shall be contaminated with scale or other materials, chemicals, water or any other impurities. In lieu of any obligation to indemnify the Company Indemnitees pursuant to Section 17.1(i) with respect to any such contamination, the Partnership Parties may, at their sole option, require the Company, at the Partnership Parties’ sole

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expense, to reprocess or otherwise treat any such contaminated Products to restore those Products to salable condition.

6.5During the Term of this Agreement, the Partnership Parties shall, at their sole cost and expense, take all actions reasonably necessary or appropriate to obtain, apply for, maintain, monitor, renew, and/or modify as appropriate, any license authorization, certification, filing, recording, permit, waiver, exception, variance, franchise, order or other approval with or of any governmental authority pertaining or relating to the operation of the Storage Facilities (the “Required Permits”) as presently operated. The Partnership Parties shall not do anything in connection with the performance of their obligations under this Agreement that causes a termination or suspension of the Required Permits.

6.6The execution of this Agreement by the Parties does not confer any obligation or responsibility on the Company in connection with: (i) any existing or future environmental condition at the Storage Facilities (collectively, the “Facility”), including, but not limited to the presence of a regulated or hazardous substance on or in environment media at the Facility (including the presence in surface water, groundwater, soils or subsurface strata, or air), including the subsequent migration of any such substance; (ii) any environmental law; (iii) the Required Permits; or (iv) any requirements arising under or relating to any Applicable Law pertaining or relating to the operation of the Facility.

6.7Notwithstanding anything to the contrary herein, the Partnership Parties shall be the operator of the Storage Facilities in all respects, and the Company shall have no power or authority to direct the activities of the Partnership Parties or to exert control over the operation of the Storage Facilities or any portion thereof. For the avoidance of doubt, the parties acknowledge that the Storage Facilities are subject to certain restrictions in the Omnibus Agreement.

6.8Materials may require the application of heat or steam by the Partnership Parties to maintain the same in a liquid free-flowing or pumpable state. The Partnership Parties agree to provide the required heat at the Partnership Parties’ cost. Recalibration, or strapping, of the Storage Facilities may be performed from time to time in accordance with the terms of the Inventory Intermediation Agreement.

6.9Tank Maintenance.

(a)The Parties agree to cooperate with each other in establishing the start date for any non-emergency maintenance on any of the Crude Storage Tanks that would result in such storage tank being taken out of service (“Tank Maintenance”) so as to not unnecessarily interfere with any of the Company’s purchase or sale commitments or to otherwise accommodate, to the extent reasonably practicable, other commercial or market considerations that the Company deems relevant.

(b)The Partnership Parties agree that they will use commercially reasonable efforts, consistent with good industry standards and practices, to complete (and to cause any third parties to complete) any Tank Maintenance as promptly as practicable. The Partnership shall provide the Company with an initial estimate of the period of any non-emergency Tank Maintenance and shall regularly update the Company as to the progress of such Tank Maintenance. If the Partnership determines that the expected completion date for Tank Maintenance has or is likely to change by 30 days or more, it shall promptly notify the Company of such determination.

6.10Month End Inventory.

(a)As of 11:59:59 p.m., CPT, on the last day of each month, the Partnership Parties shall apply the Volume Determination Procedures to the Crude Oil Pipelines, the Crude Storage Tanks

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and the Product Pipelines, and based thereon shall determine for such month (i) the aggregate volume of Crude Oil held in the Crude Storage Tanks at that time, plus the Crude Oil Linefill at that time (the “Actual Month End Crude Volume”) and (ii) for each Product, the aggregate volume of Product Linefill for such Product at that time (each, an “Actual Month End Product Volume”). The Partnership Parties shall notify the Company of the Actual Month End Crude Volume and each Actual Month End Product Volume by no later than 5:00 p.m., CPT, on the fifth Business Day thereafter.

(b)At the cost and expense of the Company, the Company may, or may have a Supplier’s Inspector, witness all or any aspects of the Volume Determination Procedures as the Company shall direct. If, in the judgment of the Company or a Supplier’s Inspector, the Volume Determination Procedures have not been applied correctly, then the Partnership Parties will cooperate with the Company, or such Supplier’s Inspector, to ensure the correct application of the Volume Determination Procedures, including making such revisions to the Actual Month End Crude Volume and any Actual Month End Product Volume as may be necessary to correct any such errors.

7.Inspection and Access Rights.

7.1At any reasonable times during normal business hours and upon reasonable prior notice, the Company and its representatives (including one or more Supplier’s Inspector) shall have the right to enter and exit a Partnership Party’s premises in order to have access to the Storage Facilities and the Pipelines, to observe the operations of the Storage Facilities and the Pipelines and to conduct such inspections as the Company may wish to have performed in connection with this Agreement, including the right to inspect, gauge, measure, take product samples or take readings at any of the Storage Facilities and the Pipelines on a spot basis. Without limiting the generality of the foregoing, the Partnership Parties shall regularly grant Supplier’s Inspector such access from the last day of each month until the third Business Day of the ensuing month. Notwithstanding any of the foregoing, if an Event of Default with respect to the Partnership Parties has occurred and is continuing, the Company and its representatives and agents shall have unlimited and unrestricted access to the Storage Facilities and the Pipelines for so long as such Event of Default continues.

7.2When accessing the facilities of the Partnership Parties, the Company and its representatives (including one or more Supplier’s Inspectors) shall at all times comply with Applicable Law and such safety directives and guidelines as may be furnished to the Company by the Partnership Parties in writing from time to time.

8.Throughput and Handling Services.

8.1From time to time during the Term, the Partnership Parties shall perform such additional throughput, handling and measuring services not provided in the Tariffs as the Company shall reasonably request (collectively, “Services”). If any Services are requested by the Company, then the Parties shall negotiate in good faith to determine whether such Services shall be provided and the appropriate rates to be charged for such Services.

8.2The Company may, in its discretion, provide written instructions relating to specific Services it is requesting or provide standing written instructions relating to ongoing Services. The Company may, at any time on reasonable prior notice, revoke or modify any instruction it has previously given, whether such previous instructions relate to a specific Service or are instructions relating to an ongoing Service or Services. The Partnership Parties shall not be required to perform any requested

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Services that they reasonably believe violates Applicable Law or will materially adversely interfere with, or be detrimental to, the operation of the Storage Facilities or Refinery.

8.3The Partnership Parties agree to keep the Storage Facilities, including the Pipelines, open for receipt and redelivery of the Company’s or its assignee’s Materials twenty-four (24) hours a day, seven (7) days a week.

9.Scheduling and Measurements.

9.1The Company shall provide notice to the Partnership Parties prior to each calendar month as to the estimated quantities of Crude Oil that it expects to deliver to the Crude Storage Tanks, the estimated quantities of Crude Oil it expects to transport on the Crude Oil Pipelines and the estimated quantities of Products it expects to transport on the Product Pipelines.

9.2The volume of the Materials received into and redelivered out of the Storage Facilities shall be measured daily by the Partnership Parties, using the applicable tank gauges. The volume of the Materials transported on the Pipelines shall be measured daily by the Partnership Parties, using the applicable meters. Volume measurements shall be made as provided in Article 11 of the Inventory Intermediation Agreement. The Partnership Parties shall provide the Company with (i) daily reports showing the tank gauges and meter readings for the prior day and (ii) monthly reports reflecting all Materials movements during that month.

9.3The Partnership Parties shall provide the Company with reasonable prior notice of any periodic testing and calibration of any measurement facilities providing measurement of Materials at the Storage Facilities or the Pipelines, and the Partnership Parties shall permit the Company to observe such testing and calibration. In addition, the Partnership Parties shall provide the Company with any documentation regarding the testing and calibration of the measurement facilities.

10.Additional Covenants.

10.1The Partnership Parties hereby:

(a)agree that they shall not sell, shall have no interest in and shall not permit the creation of, or suffer to exist, any security interest, lien, encumbrance, charge or other claim of any nature (other than Permitted Liens) with respect to any of the Materials;

(b)(i) confirm that they will post at the Storage Facilities such reasonable placards as the Company requests stating that the Company or its assignee is the owner of all Materials held in the Storage Facilities and (ii) agree that they will take all actions necessary to maintain such placards in place for the Term;

(c)acknowledge and agree that the Company may file a UCC-1 statement with respect to the Materials stored in the Storage Facilities, and the Partnership Parties shall cooperate with the Company in executing such financing statements as the Company deems necessary or appropriate;

(d)agree that no loss allowances shall be applied to the Materials held in the Storage Facilities or transported in the Pipelines;

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(e)agree to provide all pumping and transfer services with respect to the Storage Facilities and the Pipelines as the Company may from time to time reasonably request with respect to any Material;

(f)agree to permit the Company’s personnel to have rights of access to and egress from the Facility by crossing over, around and about the Facility for any purpose related to this Agreement, including but not limited to enforcing its rights and interests under this Agreement; provided that (i) the Company’s personnel shall follow routes and paths designated by a Partnership Party or security personnel employed by a Partnership Party, (ii) the Company’s personnel shall observe all security, fire and safety regulations while, in around or about the Facility, and (iii) the Company shall be liable for any damage directly caused by the negligence or tortious conduct of such personnel;

(g)agree to maintain all necessary leases, easements, licenses and rights-of-way necessary for the operation and maintenance of the Storage Facilities and the Pipelines;

(h)agree to replace, maintain and/or repair any part of the Storage Facilities or the Pipelines which may be destroyed or damaged by the elements, acts of God, fire, floods, or any other cause excluding damage or destruction caused by the negligence or tortious conduct of the Company’s personnel;

(i)agree to furnish any and all fuel, power and pumping equipment, together with all personnel necessary to transport Materials in accordance with the terms of this Agreement;

(j)agree that, in the event of any Crude Oil or Product spill, leak or discharge or any other environmental pollution caused by or in connection with the use of any Storage Facilities or Pipelines, the Partnership Parties shall promptly commence containment or clean-up operations as required by any Governmental Authorities or Applicable Law or as the Partnership Party deems appropriate or necessary and shall notify or arrange to notify the Company immediately of any such spill, leak or discharge and of any such operations;

(k)agree to refrain from changing the Tariff rates except in accordance with Sections 4.2(d), 4.2(e) and 4.5 of this Agreement or, in any case where an adjustment pursuant to Section 4.2(d) has reduced the rate below the Tariff rate in effect on the date hereof, in order to increase such Tariff rate to be equal to the rate in effect on the date hereof; provided that the Tariff rates shall be adjusted effective September 1, 2026 to the rates provided on Schedule C hereto and

(l)represent and confirm that all representations and warranties of the Partnership Parties contained herein shall be true and correct on and as of the Commencement Date.

10.2The Company hereby agrees:

(a)to replace or repair, at its own expense, any part of the Pipelines and the Facility which may be destroyed or damaged through any negligent or tortious act or omission of the Company, its agents or employees;

(b)to not make any alteration, additions or improvements to the Pipelines and the Storage Facilities or remove any part thereof, without the prior written consent of the Partnership Party, such consent to be at the Partnership Party’s sole discretion;

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(c)to refrain from challenging, and from encouraging or assisting any other Person in challenging, in any forum the Tariff rates and modifications to the Tariff rates in accordance with Section 10.1(k) of this Agreement; and

(d)to support any change to the Tariff rates in accordance with Section 10.1(k) of this Agreement, including through appropriate filings with the FERC.

10.3Each Party hereby agrees that:

(a)it shall, in the performance of its obligations under this Agreement, comply in all material respects with Applicable Law, including all Environmental Law. Each Party shall maintain the records required to be maintained by Environmental Law and shall make such records available to the other Parties upon reasonable request. Each Party also shall immediately notify the other Parties of any violation or alleged violation of any Environmental Law relating to any Materials stored under this Agreement and, upon request, shall provide to the other Parties all evidence of environmental inspections or audits by any Governmental Authority with respect to such Materials; and

(b)all records or documents provided by any Party to any of the other Parties shall, to the best knowledge of such Party, accurately and completely reflect the facts about the activities and transactions to which they relate. Each Party shall promptly notify the other Parties if at any time such Party has reason to believe that any records or documents previously provided to any of the other Parties no longer are accurate or complete.

11.Representations.

11.1Each Partnership Party represents and warrants to the Company that (i) this Agreement, the rights obtained and the duties and obligations assumed by such Partnership Party hereunder, and the execution and performance of this Agreement by such Partnership Party, do not directly or indirectly violate any Applicable Law with respect to such Partnership Party or any of its properties or assets, the terms and provisions of any Partnership Party’s organizational documents or any agreement or instrument to which such Partnership Party or any of its properties or assets are bound or subject; (ii) the execution and delivery of this Agreement by such Partnership Party have been authorized by all necessary corporate or other action, (iii) such Partnership Party has the full and complete authority and power to enter into this Agreement and to provide the services to be provided by such Partnership Party hereunder and to allow the Company the exclusive use of the Storage Facilities, (iv) no further action on behalf of such Partnership Party, or consents of any other party, are necessary for the provision of services to be provided by such Partnership Party hereunder (except for the consents of any third party holding a mortgage on the Storage Facilities or having another interest therein which such Partnership Party covenants and represents it has obtained) and (v) upon execution and delivery by the Partnership Parties, this Agreement shall be a valid, binding and subsisting agreement of such Partnership Party enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

11.2The Company represents and warrants to the Partnership Parties that (i) this Agreement, the rights obtained and the duties and obligations assumed by the Company hereunder, and the execution and performance of this Agreement by the Company, do not directly or indirectly violate any Applicable Law with respect to the Company or any of its property or assets, the terms and provisions of the Company’s organizational documents or any agreement or instrument to which the Company or any of its

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property or assets are bound or subject; (ii) the execution and delivery of this Agreement by the Company has been authorized by all necessary corporate or other action, and (iii) upon execution and delivery by the Company, this Agreement shall be a valid, binding and subsisting agreement of the Company enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law).

12.Insurance.

12.1The Partnership shall procure and maintain in full force and effect throughout the Term insurance coverages of the following types and amounts and with insurance companies rated not less than A- by A.M. Best, or otherwise equivalent in respect of the Partnership’s properties and operations:

(a)Property damage coverage on an “all risk” basis in an amount sufficient to cover the market value or potential full replacement cost of all Materials owned by the Company in inventory in the Pipelines or the Crude Storage Tanks. In the event that the market value or potential full replacement cost of all Materials exceeds the insurance limits available at commercially reasonable rates in the insurance marketplace, the Partnership Parties will maintain the highest insurance limit available at commercially reasonable rates; provided, however, that the Partnership will promptly notify the Company of the Partnership’s inability to fully insure any Materials and provide full details of such inability. Such policies shall be endorsed to name the Company as a loss payee with respect to any of the Company’s Materials in the care, custody or control of the Partnership. Notwithstanding anything to the contrary herein, the Company, may, at its option and its sole expense, endeavor to procure and provide such property damage coverage for the Materials; provided that, to the extent any such insurance is duplicative with insurance procured by the Partnership, the insurance procured by the Partnership shall in all cases represent, and be written to be, the primary coverage.

(b)Comprehensive or commercial general liability coverage and umbrella or excess liability coverage, which includes bodily injury, broad form property damage and contractual liability, products and completed operations liability and “sudden and accidental pollution” liability coverage in the minimum amounts indicated on Schedule D. Such policies shall include the Company as an additional insured with respect to any of the Company’s Crude Oil or Products in the care, custody or control of the Partnership.

12.2Additional Insurance Requirements.

(a)The foregoing policies shall include an endorsement that the underwriters waive all rights of subrogation against the Company.

(b)The Partnership shall cause its insurance carriers to furnish the Company with insurance certificates, in ACORD form or equivalent, evidencing the existence of the coverages and the endorsements required above. The Partnership shall provide thirty (30) days’ written notice prior to cancellation of insurance becoming effective. The Partnership also shall provide renewal certificates within thirty (30) days before expiration of the policy.

(c)The mere purchase and existence of insurance shall not reduce or release either Party from any liability or other obligations incurred or assumed under this Agreement.

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(d)The Partnership shall comply with all notice and reporting requirements in the foregoing policies and timely pay all premiums.

12.3The provisions of Sections 12.1 and 12.2 shall terminate on the Expiration Date.

12.4The Company shall maintain commercially reasonable business interruption insurance for the benefit of the Refinery, the Pipelines, and the Crude Storage Tanks for so long as the Partnership is a consolidated subsidiary of Delek US. Allocation of such benefits shall be proportionate to the loss in operating margin sustained by the Company and the Partnership as a result of the interruption.

13.[Reserved].

14.Force Majeure.

14.1In the event that a Party is rendered unable, wholly or in part, by a Force Majeure event to perform its obligations under this Agreement, then upon the delivery by such Party (the “Force Majeure Party”) of written notice (a “Force Majeure Notice”) and full particulars of the Force Majeure event within a reasonable time after the occurrence of the Force Majeure event relied on, the obligations of the Parties, to the extent they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused; provided that (i) prior to the third anniversary of the Original Commencement Date, the Company shall be required to continue to make payments (1) for the Throughput Fees for volumes actually delivered under this Agreement, (2) for the fees, if any, for Services performed under Article 8 and (3) for any Shortfall Payments unless, in the case of (3), the Force Majeure event is an event that adversely affects the Partnership Parties’ ability to perform the services they are required to perform under this Agreement in which case, instead of Shortfall Payments, Throughput Fees shall only be paid as provided under (i)(1) above and (ii) from and after the third anniversary of the Original Commencement Date, the Company shall be required to continue to make payments (1) for the Throughput Fees for volumes actually delivered under this Agreement and (2) for the fees, if any, for Services provided under Article 8. The Force Majeure Party shall identify in such Force Majeure Notice the approximate length of time that it believes in good faith such Force Majeure event shall continue (the “Force Majeure Period”). The Company shall be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. Prior to the third anniversary of the Original Commencement Date, any suspension of the obligations of the Parties under this Section 14.1 as a result of a Force Majeure event that adversely affects the Partnership’s ability to perform the services it is required to perform under this Agreement shall extend the Term for the same period of time as such Force Majeure event continues (up to a maximum of one year) unless this Agreement is terminated under Section 14.2.

14.2If the Force Majeure Party advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive months beyond the third anniversary of the Original Commencement Date, then at any time after the delivery of such Force Majeure Notice, either Party may deliver to the other Party a notice of termination (a “Termination Notice”), which Termination Notice shall become effective not earlier than twelve (12) months after the later to occur of (a) delivery of the Termination Notice and (b) the third anniversary of the Original Commencement Date; provided, however, that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends before the Termination Notice becomes effective; provided, further, that upon the cancellation of any Termination Notice, the Parties’ respective

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obligations hereunder shall resume as soon as reasonably practicable thereafter, and the Term shall be extended by the same period of time as is required for the Parties to resume such obligations. After (a) the third anniversary of the Original Commencement Date and (b) the Expiration Date and following delivery of a Termination Notice, the Partnership may terminate this Agreement, to the extent affected by the Force Majeure event, upon sixty (60) days prior written notice to the Company in order to enter into an agreement to provide any third party the services provided to the Company under this Agreement; provided, however, that the Partnership shall not have the right to terminate this Agreement for so long as the Company continues to make Shortfall Payments.

15.Suspension of Refinery Operations

15.1From and after the second anniversary of the Original Commencement Date, in the event that Lion Oil decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, the Company may provide written notice to the Partnership of the Company’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Original Commencement Date) after the Company has notified the Partnership of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Company notifies the Partnership, more than two months prior to the expiration of the Notice Period, of Lion Oil’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Company shall remain liable for Shortfall Payments. Subject to Section 15.2 and after the Expiration Date, during the Notice Period the Partnership may terminate this Agreement upon sixty (60) days prior written notice to the Company in order to enter into an agreement to provide any third party the services provided to the Company under this Agreement.

15.2If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Company shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Company shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Company shall not have any liability for any failure to notify, or delay in notifying, the Partnership of any such suspension except to the extent a Partnership Party has been materially damaged by such failure or delay.

15.3After the Expiration Date, in the event the operations of the Refinery are suspended under this Article 15 or as a result of a Force Majeure event, the Partnership Parties shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 4.7.

16.Event of Default: Remedies Upon Event of Default.

16.1Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “Event of Default”:

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(a)Any Party fails to make payment when due (i) under Article 4 within one (1) Business Day after a written demand therefor or (ii) under any other provision hereof within five (5) Business Days thereafter; or

(b)Other than a default described in Section 16.1(a) or (c), the Company or any Partnership Party fails to perform any material obligation or covenant to the other under this Agreement, which is not cured to the reasonable satisfaction of any other Party (in its sole discretion) within ten (10) Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed; or

(c)Any Party breaches any representation or warranty made or repeated or deemed to have been made or repeated by the Party, or any warranty or representation proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten (10) Business Days after the date that such Party receives notice that corrective action is needed; or

(d)Any Party becomes Bankrupt; or

(e)Any Partnership Party breaches in a material respect its obligations under Section 10.1(a).

16.2Without limiting any other provision of this Agreement, if an Event of Default with respect to the Company or any Partnership Party (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement.

16.3Without limiting any other rights or remedies hereunder, if an Event of Default occurs and the Company is the Non-Defaulting Party, the Company may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (ii) reclaim and repossess any and all of its Materials held at the Storage Facilities or elsewhere on the Partnership Party’s premises, and (iii) otherwise arrange for the disposition of any of its Materials in such manner as it elects.

16.4If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Article 16, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other agreement or contract or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the Party owing such amount within one business day of termination.

16.5The Non-Defaulting Party’s rights under this Article 16 shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including without limitation any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder.

16.6No delay or failure by the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such

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right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

17.Indemnification.

17.1The Partnership Parties shall defend, indemnify and hold harmless the Company, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Company Indemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by the Partnership Parties of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of any Partnership Party made herein or in connection herewith proving to be false or misleading, (ii) any failure by the Partnership Parties, their Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Partnership Parties, their Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Materials hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the Company Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Partnership Parties’ liability to the Company Indemnitees pursuant to this Section 17.1 shall be (x) subject to the rights of the Partnership Parties pursuant to Section 6.4 and (y) net of any insurance proceeds actually received by the Company Indemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Company agrees that it shall, and shall cause the other Company Indemnitees to, (a) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Company Indemnitees are entitled with respect to or on account of any such damage or injury, (b) notify the Partnership of all potential claims against any third Person for any such insurance proceeds, and (c) keep the Partnership fully informed of the efforts of the Company Indemnitees in pursuing collection of such insurance proceeds.

17.2The Company shall defend, indemnify and hold harmless the Partnership Parties, their Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Partnership Indemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by the Company of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Company made herein or in connection herewith proving to be false or misleading, (ii) any failure by the Company, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by the Company, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Materials hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the Partnership Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Company’s liability to the Partnership Indemnitees pursuant to this Section 17.2 shall be net of any insurance proceeds actually received by the Partnership Indemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Partnership agrees that it shall, and shall cause the other Partnership Indemnitees to, (a) use all commercially reasonable efforts to pursue the collection of all insurance

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proceeds to which any of the Partnership Indemnitees are entitled with respect to or on account of any such damage or injury, (b) notify the Company of all potential claims against any third Person for any such insurance proceeds, and (c) keep the Company fully informed of the efforts of the Partnership Indemnitees in pursuing collection of such insurance proceeds.

17.3THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES (EXCLUDING, IN THE CASE OF SECTION 17.1(iii) AND SECTION 17.2(iii), GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

18.Limitation on Damages. Notwithstanding anything to the contrary contained herein, neither Party shall be liable or responsible to the other Party or such other Party’s affiliated Persons for any consequential, punitive, special, incidental or exemplary damages, or for loss of profits or revenues (collectively referred to as “Special Damages”) incurred by such Party or its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect Special Damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement; provided further that to the extent a Party hereunder receives insurance proceeds with respect to Special Damages that would be waived under this Section 18, such Party shall be liable for such Special Damages up to the amount of such insurance proceeds (net of any deductible and premiums paid with respect thereto).

19.Audit and Inspection. During the Term, the Company and its duly authorized representatives, upon reasonable notice and during normal working hours, shall have access to the accounting records and other documents maintained by the Partnership Parties, or any of their contractors and agents, which relate to this Agreement, and shall have the right to audit such records at any reasonable time or times during the Term of this Agreement and for a period of up to three years after termination of this Agreement. Claims as to shortage in quantity or defects in quality shall be made by written notice within thirty (30) days after the delivery in question or shall be deemed to have been waived. The right to inspect or audit such records shall survive termination of this Agreement for a period of two (2) years following the end of the Term. The Partnership Parties shall preserve, and shall cause all contractors or agents to preserve, all of the aforesaid documents for a period of at least two (2) years from the end of the Term.

20.Confidentiality.

20.1Obligations. Each Party shall use commercially reasonable efforts to retain the other Party’s Confidential Information in confidence and not disclose the same to any third party nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 20.1. Each Party further agrees to take the same care with the other Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care.

20.2Required Disclosure. Notwithstanding Section 20.1 above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or is required to disclose pursuant to the rules and regulations of any national securities exchange upon which the receiving Party or its parent entity is listed, any of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential

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

20.3Return of Information. Upon written request by the disclosing Party, all of the disclosing Party’s Confidential Information in whatever form shall be returned to the disclosing Party upon termination of this Agreement or destroyed with destruction certified by the receiving Party, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party’s legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer back-up archiving systems during the period such backup or archived materials are retained under such Party’s customary procedures and policies; provided, however, that any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 20.3, and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

20.4Receiving Party Personnel. The receiving Party will limit access to the Confidential Information of the disclosing Party to those of its employees, attorneys and contractors that have a need to know such information in order for the receiving Party to exercise or perform its rights and obligations under this Agreement (the “Receiving Party Personnel”). The Receiving Party Personnel who have access to any Confidential Information of the disclosing Party will be made aware of the confidentiality provision of this Agreement, and will be required to abide by the terms thereof. Any third party contractors that are given access to Confidential Information of a disclosing Party pursuant to the terms hereof shall be required to sign a written agreement pursuant to which such Receiving Party Personnel agree to be bound by the provisions of this Agreement, which written agreement will expressly state that it is enforceable against such Receiving Party Personnel by the disclosing Party.

20.5Survival. The obligation of confidentiality under this Article 20 shall survive the termination of this Agreement for a period of two (2) years.

21.Choice of Law; Interpretation.

21.1This Agreement shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.

21.2To the extent that any provision of this Agreement conflicts with the provisions of any Tariff then in effect, the provisions of such Tariff shall control.

22.Assignment.

22.1Except as set forth in Article 28, the Company shall not assign its rights or obligations hereunder without the Partnership’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (A) the Company may assign this Agreement without the Partnership’s consent in connection with a sale by Lion Oil of all or substantially all of the Refinery, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (1) agrees to

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assume all of the Company’s obligations under this Agreement and (2) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by the Company in its reasonable judgment; and (B) the Company shall be permitted to make a collateral assignment of this Agreement solely to secure financing for Delek US and its Affiliates.

22.2No Partnership Party shall assign its rights or obligations under this Agreement without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (A) any Partnership Party may assign its rights under this Agreement without such consent in connection with a sale by such Partnership Party of all or substantially all of its Pipelines, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (1) agrees to assume all of such Partnership Party’s obligations under this Agreement; (2) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by the Partnership in its reasonable judgment; and (3) is not a competitor of the Company, as determined by the Company in good faith; and (B) any Partnership Party shall be permitted to make a collateral assignment of this Agreement solely to secure financing for the Partnership and its Affiliates.

22.3Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required.

22.4This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

22.5The Parties’ obligations hereunder shall not terminate in connection with a Partnership Change of Control; provided, however, that in the case of a Partnership Change of Control, the Company shall have the option to extend the Term of this Agreement as provided in Section 2.1, without regard to the notice periods provided in the fourth sentence of Section 2.1. The Partnership shall provide the Company with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

23.Notices. All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (i) if by transmission by facsimile or hand delivery, when delivered; (ii) if mailed via the official governmental mail system, five (5) Business Days after mailing, provided said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; (iii) if mailed by an internationally recognized overnight express mail service such as Federal Express, UPS, or DHL Worldwide, one (1) Business Day after deposit therewith prepaid; or (iv) if by e-mail, one Business Day after delivery with receipt confirmed. All notices will be addressed to the Parties at the respective addresses as follows:

if to the Company:

DK Trading & Supply, LLC

c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

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DK Trading & Supply, LLC
c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: President

and to:                Email: legalnotices@delekus.com

if to any Partnership Party:

Delek Logistics Partners, LP
c/o Delek Logistics GP, LLC
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

Delek Logistics Partners, LP
c/o Delek Logistics GP, LLC
310 Seven Springs Way. Suite 500
Brentwood, TN 37027
Attn: Senior Vice President

and to:                Email: legalnotices@deleklogistics.com

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

24.No Waiver; Cumulative Remedies.

24.1The failure of a Party hereunder to assert a right or enforce an obligation of any of the other Parties shall not be deemed a waiver of such right or obligation. The waiver by any Party of a breach of any provision of, or Event of Default or Default under, this Agreement shall not operate or be construed as a waiver of any other breach of that provision or as a waiver of any breach of another provision of, Event of Default or potential Event of Default under, this Agreement, whether of a like kind or different nature.

24.2Each and every right granted to the Parties under this Agreement or allowed it by law or equity, shall be cumulative and may be exercised from time to time in accordance with the terms thereof and Applicable Law.

25.Nature of Transaction and Relationship of Parties.

25.1This Agreement shall not be construed as creating a partnership, association or joint venture among the Parties. It is understood that the Partnership Parties are independent contractors with

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complete charge of their employees and agents in the performance of their duties hereunder, and nothing herein shall be construed to make a Partnership Party, or any employee or agent of the Partnership Party, an agent or employee of the Company.

25.2No Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person; to assume, create, or incur any liability of any kind, express or implied, against or in the name of any of the other Parties; or to otherwise act as the representative of any of the other Parties, unless expressly authorized in writing by such other Party.

26.Arbitration Provision. Any and all Arbitrable Disputes, other than actions seeking solely injunctive relief to prevent immediate harm, shall be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Article 26, the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Article 26 will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“Claimant”) serving written notice on the other Party (“Respondent”) that the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of the Partnership Parties, the Company or any of their Affiliates and (ii) have not less than seven (7) years experience in the energy industry. The hearing will be conducted in Houston, Texas and commence within thirty (30) days after the selection of the third arbitrator. The Company, the Partnership Parties and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages.

27.Miscellaneous.

27.1Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid and effective under Applicable Law, but if any provision of this Agreement or the application of any such provision to any person or circumstance will be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision hereof, and the Parties will negotiate in good faith with a view to substitute for such provision a suitable and equitable solution in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

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27.2This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith.

27.3No promise, representation or inducement has been made by any of the Parties that is not embodied in this Agreement, and none of the Parties shall be bound by or liable for any alleged representation, promise or inducement not so set forth.

27.4Time is of the essence with respect to all aspects of each Party’s performance of any obligations under this Agreement.

27.5It is expressly understood that the provisions of this Agreement do not impart enforceable rights in anyone who is not a Party or successor or permitted assignee of a Party.

27.6In connection with this Agreement and all transactions contemplated by this Agreement, each signatory Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

27.7All audit rights, payment, confidentiality and indemnification obligations and obligations under this Agreement shall survive the expiration or termination of this Agreement.

27.8This Agreement may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the Parties hereto, each of which counterparts will be deemed an original, but all of which counterparts together will constitute one and the same agreement.

28.Intermediary.

28.1Designated Assignment. For a period from and including the Amendment Effective Date to the Expiration Date (the “Designation Period”), the Company hereby assigns to Intermediary all of the Company’s rights to use, hold Crude Oil and Products in, and transport Crude Oil and Products through, the Storage Facilities pursuant to this Agreement, subject to additional terms and conditions of this Section 28. During the Designation Period, the Partnership Parties shall note in their records and account separately for Intermediary’s ownership of Crude Oil and Products held in or transported through the Pipelines and Storage Facilities (collectively, the “Intermediary Materials”) until such time as Intermediary shall notify the Partnership Parties in writing that ownership in such Intermediary Materials has been transferred from Intermediary to the Company, it being the intention that the Partnership Parties shall not be required to recognize any other transfers of ownership of any Intermediary Materials (other than transfers from Intermediary to the Company) unless such transfer and recognition are agreed to in writing by the Partnership Parties in their reasonable discretion. The Company shall act as Intermediary’s sole agent for all purposes of this Agreement, and the Partnership Parties shall be entitled to follow the Company’s instructions with respect to all Intermediary Materials that are transported, stored or handled by the Partnership Parties pursuant to this Agreement unless and until the Partnership Parties are notified by Intermediary in writing that the Company is no longer authorized to act as Intermediary’s agent, in which case the Partnership Parties shall thereafter follow the instructions of Intermediary (or such other agent as Intermediary may appoint) with respect to all Intermediary Materials that are transported, stored or handled by the Partnership Parties pursuant to this Agreement. All volumes shipped by Intermediary will be taken into account in the determination of whether the Company has satisfied its Minimum Throughput Commitment.

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28.2Measurements; Inventory Reports; Notices. The Company and Intermediary shall each have the measurement rights provided for in this Agreement for so long as any Intermediary Materials are located in the Pipeline or Storage Facilities. During any Designation Period, the Partnership Parties shall send all inventory and other reports described in this Agreement and notices delivered pursuant to this Agreement to Intermediary at the address set forth on the signature page hereto, with copies to the Company:

Address:    Citigroup Energy Inc.

    2700 Post Oak Blvd., Suite 400

    Houston, Texas 77056-4734

Attention:    Legal Department

Facsimile No.:    (713) 552-1192

Email:    Gabriel.juarez@citi.com, Nathan.lynch@citi.com, connor.price@citi.com, Ronald.ruffini@citi.com; Santiago.carreon@citi.com, Jeffrey.oh@citi.com, ankan.saha@citi.com, Jonathan.g.burns@citi.com, mike.dunlap@citi.com, logan.emerson@citi.com, tiffanie.wheeler@citi.com, Belinda.ellington@citi.com, adnan.sarwar@citi.com, diana.limi@citi.com

28.3All Provisions in Effect. During any Designation Period, all provisions of this Agreement, as amended or adjusted by this Article 28, shall be in full force and effect with respect to Intermediary and the Intermediary Materials as if Intermediary were Party hereto in place of the Company, subject however to the following:

(a)If, at any time, Intermediary elects for any reason to make any payment to the Partnership Parties in respect of any amount owing by the Customer to the Partnership Parties hereunder, such payment shall not constitute, and shall not be deemed to result in, the assumption by Intermediary of any payment or other obligations of the Customer under this Agreement;

(b)in no event shall Intermediary have any responsibility for the operations or maintenance of the Pipelines or the Storage Facilities or the handling of any Crude Oil or Products held in or transported through the Pipelines or the Storage Facilities or otherwise be deemed to have assumed any non-monetary obligations of the Company for such operations, maintenance or handling under this Agreement, all of which responsibilities and obligations shall remain exclusively responsibilities and obligations of the Partnership Parties and the Company, subject to any allocation of such responsibilities and obligations between such parties in accordance with the terms of this Agreement;

(c)the Company shall remain solely liable for, and Intermediary shall have no liability or obligation for, (1) meeting any Minimum Throughput Commitment under Section 4.1, (2) any Shortfall Payments under Section 4.3, (3) any fees payable under Section 4.5(a) or Section 4.5(b) (other than Throughput Fees for Actual Shipments of Intermediary Materials to the extent due under Section 4.2), (4) any Deficiency Payments under Section 4.6, or (5) any payment obligations in connection with a Capacity Resolution under Section 6.3, and the Partnership Parties shall invoice the Company directly for such amounts or obligations;

(d)without limiting the foregoing, the following rights and benefits will run in favor of Intermediary: (i) any rights with respect to custody and title to the Intermediary Materials subject to this Agreement, (ii) any obligations of the Partnership Parties with respect to the condition and

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maintenance of the Pipeline and Storage Facilities, (iii) any inspection and access rights and (iv) any rights relating to measurements and volume determinations, in all cases regardless of whether any specific provision in this Agreements makes any reference to the Company’s assignee or the assignability of the right or benefit provided for in such provision;

(e)in no event shall Intermediary have any of the rights or obligations of the Company provided in Section 4.5(a)(i), Section 4.5(b)(i), Section 6.2, Section 6.3, Section 12.4, Article 15, Article 16 and Article 22;

(f)during the Designation Period, Intermediary and its successors and assigns shall be included as additional insured parties under all insurance policies required to be maintained by the Partnership Parties under Section 12.1 above and endorsements confirming the foregoing shall be provided to Intermediary from time to time prior to the Expiration Date upon Intermediary’s reasonable request;

(g)during the Designation Period, the Company shall not agree to any waivers or consents hereunder, or amendments or modifications hereto, in each case, that would reasonably be expected to materially adversely affect Intermediary’s rights hereunder, without the prior express written agreement or consent of Intermediary; and

(h)to confirm its ownership of and rights with respect to all Materials on the Pipelines or at the Storage Facilities, the Partnership Parties and the Company agree that during the Designation Period (1) Intermediary is authorized and entitled to file, and maintain against each of such parties protective UCC filings (including making such amendments thereto as Intermediary deems necessary) showing Intermediary as owner of all Intermediary Materials from time to time located on the Pipelines or at the Storage Facilities and (2) they shall execute such other documents and instruments (in form and substance reasonably satisfactory to Intermediary) and take such further actions as Intermediary may reasonably request, including the execution and filing in the relevant real estate records of memoranda of access or similar documents.

28.4Intermediary shall reasonably cooperate with the Partnership Parties and the Company in good faith in connection with any their inspection and audit rights hereunder and the resolution of any disputes between the Partnership Parties and the Company hereunder.

28.5Nothing herein shall limit or be deemed to limit any obligations or liabilities of the Company to Intermediary under the Inventory Intermediation Agreement or the other Transaction Documents (as defined therein).

28.6Intermediary may, without any other party’s consent, assign and delegate all of Intermediary’s rights and obligations under this Section 28 to (i) any Affiliate of Intermediary, provided that the obligations of such Affiliate hereunder are guaranteed by Citigroup Global Markets Holdings, Inc. or (ii) any non-Affiliate Person that succeeds to all or substantially all of its assets and business and assumes Intermediary’s obligations hereunder, whether by contract, operation of law or otherwise, provided that the creditworthiness of such successor entity is equal or superior to the creditworthiness of Intermediary (taking into account any credit support for Intermediary) immediately prior to such assignment, which determination shall be made by Intermediary in good faith. Any other assignment by Intermediary shall require the consent of the Company and the Partnership Parties.

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28.7The provisions of this Article 28 shall terminate and have no further force or effect as of the end of the Designation Period. Notwithstanding anything in this Agreement to the contrary, Intermediary shall have no right to terminate this Agreement for any reason.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, each Party hereto as caused this Agreement to be executed by its duly authorized representative as of the date first above written.

DK TRADING & SUPPLY, LLC

By: /s/ Joseph Israel    
Name: Joseph Israel
Title: Executive Vice President, DK & DKL Operations

DELEK LOGISTICS PARTNERS, LP
By: DELEK LOGISTICS GP, LLC

By: /s/ Reuven Spiegel    
Name: Reuven Spiegel
Title: Executive Vice President, Chief Financial Officer, and Treasurer

SALA GATHERING SYSTEMS, LLC

By: /s/ Reuven Spiegel    
Name: Reuven Spiegel
Title: Executive Vice President, Chief Financial Officer, and Treasurer

EL DORADO PIPELINE COMPANY, LLC

By: /s/ Reuven Spiegel    
Name: Reuven Spiegel
Title: Executive Vice President, Chief Financial Officer, and Treasurer

MAGNOLIA PIPELINE COMPANY, LLC

By: /s/ Reuven Spiegel    
Name: Reuven Spiegel
Title: Executive Vice President, Chief Financial Officer, and Treasurer

SCHEDULE C

Tariff Adjusted Rates

Lion Pipeline System and SALA Gathering System:	Effective Date	Rate
Crude Oil Pipelines (moved to DKTS)	September 1, 2026	$1.000

EX-10.8

Exhibit 10.8

AMENDED AND RESTATED PIPELINES AND TANKAGE AGREEMENT(East Texas Crude Logistics System)

This Amended and Restated Pipelines and Tankage Agreement (this “Agreement”) is dated as of August 5, 2024 by and between DK Trading & Supply, LLC, a Delaware limited liability company (“DKTS”), and Delek Crude Logistics, LLC, a Texas limited liability company (the “Logistics Entity”). Each of DKTS and the Logistics Entity are individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, Delek Refining, Ltd., а Texas limited partnership (“Refining Entity”) and Logistics Entity entered into that certain Pipelines and Tankage Agreement (the “Original Agreement”) dated November 7, 2012 (the “Original Effective Date”);

WHEREAS, the Original Agreement was amended pursuant to that certain First Amendment to Pipelines and Tankage Agreement dated December 4, 2018, by and between Refining Entity and Logistics Entity;

WHEREAS, Refining Entity assigned all of its right, title and interest in the Original Agreement to DKTS pursuant to that certain Omnibus Assignment and Assumption Agreement dated September 13, 2022, by and between Refining Entity and DKTS; and

WHEREAS, the Parties desire to further amend and restate the Original Agreement as set forth herein.

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, the Parties hereby agree as follows:

Section 1.Definitions.

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

“Actual Shipments” means the aggregate volume of Crude Oil that DKTS receives from the Pipelines.

“Additional Throughput Fee” has the meaning set forth in Section 2(b)(ii).

“Additional Throughput Threshold” means an aggregate amount of Crude Oil equal to 50,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“Affiliate” means, with respect to a specified Person, any other Person controlling, controlled by or under common control with that first Person. As used in this definition, the term “control” includes (i) with respect to any Person having voting securities or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the

power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any Person and (iii) the ability to direct the business and affairs of any Person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, Delek US and its subsidiaries (other than the Partnership and its subsidiaries), including DKTS, on the one hand, and the Partnership and its subsidiaries, including the Logistics Entity, on the other hand, shall not be considered Affiliates of each other.

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

“Arbitrable Dispute” means any and all disputes, claims, controversies and other matters in question between the Logistics Entity, on the one hand, and DKTS, on the other hand, required to be resolved by arbitration under this Agreement.

“Base Throughput Fee” has the meaning set forth in Section 2(b)(i).

“bpd” means barrels per day.

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

“Call Option” has the meaning given to such term in the Omnibus Agreement.

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

“Capital Improvement” means (a) any modification, improvement, expansion or increase in the capacity of the Pipelines or Tankage or any portion thereof, or (b) any connection, or new point of receipt or delivery for Crude Oil, including any terminals, lateral pipelines or extensions of the Pipelines.

“Claimant” shall have the meaning assigned to such term in Section 13(i).

“Confidential Information” means all information, documents, records and data that a Party furnishes or otherwise discloses to the other Party (including any such items furnished prior to the execution of this Agreement), together with all analyses, compilations, studies, memoranda, notes or other documents, records or data (in whatever form maintained, whether documentary, computer or other electronic storage or otherwise) prepared by the receiving Party which contain or otherwise reflect or are generated from such information, documents, records

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and data; provided, however, that the term “Confidential Information” does not include any information that (i) at the time of disclosure or thereafter is or becomes generally available to or known by the public (other than as a result of a disclosure by the receiving Party), (ii) is developed by the receiving Party without reliance on any Confidential Information or (iii) is or was available to the receiving Party on a nonconfidential basis from a source other than the disclosing Party that, insofar as is known to the receiving Party after reasonable inquiry, is not prohibited from transmitting the information to the recipient by a contractual, legal or fiduciary obligation to the disclosing Party.

“Contract Quarter” means a three-month period that commences on January 1, April 1, July 1 or October 1, and ends on March 31, June 30, September 30 or December 31, respectively, except that the final Contract Quarter shall end on the last day of the Term.

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

“Control” (including with correlative meaning, the term “controlled by”) means, as used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

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

“Deficiency Notice” has the meaning set forth in Section 7(a).

“Deficiency Payment” has the meaning set forth in Section 7(a).

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

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

“DKTS Indemnitees” has the meaning set forth in Section 10(a).

“Effective Date” means July 1, 2024.

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

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

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

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

“FERC” means the Federal Energy Regulatory Commission.

“FERC Oil Pipeline Index” means the FERC index system set forth in 18 C.F.R. § 342.318, as such regulations may be amended from time to time.

“Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of a public enemy, wars, terrorism, cyberattacks, blockades, insurrections, riots, storms, floods, washouts, arrests, the order of any court or Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, fires, leaks, releases, breakage, accident to machinery, storage tanks or lines of pipe, inability to obtain or unavoidable delay in obtaining material or equipment, inability to obtain Materials because of a failure of third-party pipelines, and any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension, delay or interruption and which through the exercise of commercially reasonable efforts such Party is unable to prevent or overcome; provided, however, that a Party’s inability to perform its economic obligations hereunder shall not constitute an event of Force Majeure.

“Force Majeure Notice” has the meaning set forth in Section 3(a).

“Force Majeure Party” has the meaning set forth in Section 3(a).

“Force Majeure Period” has the meaning set forth in Section 3(a).

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

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

“Initial Term” has the meaning set forth in Section 4(a).

“Liabilities” means any losses, liabilities, charges, damages, deficiencies, assessments, interests, fines, penalties, costs and expenses (collectively, “Costs”) of any kind (including reasonable attorneys’ fees and other fees, court costs and other disbursements), including any Costs directly or indirectly arising out of or related to any suit, proceeding, judgment, settlement

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or judicial or administrative order and any Costs arising from compliance or non-compliance with Environmental Law.

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

“Logistics Indemnitees” has the meaning set forth in Section 11(b).

“McMurrey Pipeline” means the six-inch to 12-inch diameter, approximately 65 mile, Crude Oil pipeline and pump system located in Smith, Gregg, Upshur and Rusk Counties, Texas that runs between Longview, Texas and Tyler, Texas, described more fully on Exhibit B.

“Minimum Storage Capacity” shall mean aggregate storage capacity of 600,000 barrels.

“Minimum Throughput Capacity” shall mean an aggregate amount of throughput capacity equal to 47,000 bpd multiplied by the number of calendar days in the Contract Quarter.

“Minimum Throughput Commitment” shall mean an aggregate amount of Crude Oil equal to 35,000 bpd multiplied by the number of calendar days in the Contract Quarter.

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

“Nettleton Pipeline” means the approximately 35 mile long, 8-inch to 10-inch diameter crude oil pipeline system that runs from Longview, Texas to Tyler, Texas, described more fully on Exhibit B.

“Notice Period” has the meaning set forth in Section 9(a).

“Omnibus Agreement” means that certain Fourth Amended and Restated Omnibus Agreement dated as of August 5, 2024, among Delek US, on behalf of itself and the other Delek Entities (as defined therein), the Refining Entity, Lion Oil Company, the Partnership, Paline Pipeline Company, LLC, SALA Gathering Systems LLC, Magnolia Pipeline Company, LLC, El Dorado Pipeline Company, LLC, the Logistics Entity, Delek Marketing-Big Sandy, LLC, Delek Logistics Operating, LLC, and the General Partner, as the same may be amended from time to time.

“Open Assets” has the meaning set forth in Section 2(q).

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

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

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

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

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“Partnership Change of Control” means Delek US ceases to Control the General Partner.

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

“Pipelines” means the McMurrey Pipeline and the Nettleton Pipeline.

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

“Receiving Party Personnel” has the meaning set forth in Section 13(j)(iv).

“Refinery” means the Refining Entity’s Crude Oil refinery in Tyler, Texas.

“Refining Entity” meaning set forth in the recitals to this Agreement.

“Renewal Term” has the meaning set forth in Section 4(a).

“Respondent” shall have the meaning assigned to such term in Section 13(i).

“Restoration” has the meaning set forth in Section 8(b).

“Shortfall Payment” has the meaning set forth in Section 2(d).

“Special Damages” has the meaning set forth in Section 12.

“Storage Fee” has the meaning set forth in Section 2(c).

“Suspension Notice” has the meaning set forth in Section 9(a).

“Tankage” means the crude oil tankage associated with the Pipelines listed on Exhibit A and any replacements or expansions thereof.

“Term” has the meaning set forth in Section 4(a).

“Termination Notice” has the meaning set forth in Section 3(b).

“Throughput Fees” has the meaning set forth in Section 2(b)(ii).

Section 2.Agreement to Use Services Relating to Pipelines and Tankage.

The Parties intend to be strictly bound by the terms set forth in this Agreement, which sets forth fees to the Logistics Entity to be paid by DKTS and requires the Logistics Entity to provide certain transportation and storage services to DKTS.

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(a)Minimum Throughput Commitment. During each Contract Quarter during the Term and subject to the terms and conditions of this Agreement, DKTS agrees that, commencing on the Effective Date, DKTS will ship on the Pipelines in the aggregate, an amount of Crude Oil equal to or greater than the Minimum Throughput Commitment.

(b)Transportation Throughput Fees.

(i)The throughput fee initially applicable to transportation on the Pipelines shall be $0.622 per barrel effective as of July 1, 2024 (the “Base Throughput Fee”). Subject to Sections 2(d) and 2(j), DKTS shall pay the Logistics Entity an amount equal to the Base Throughput Fee multiplied by the Actual Shipments on the Pipelines.

(ii)In addition to the Base Throughput Fee, a throughput fee shall apply to each barrel of Crude Oil transported on the Pipelines in excess of the Additional Throughput Threshold in the amount of $0.908 per barrel (the “Additional Throughput Fee” and together with the Base Throughput Fee, the “Throughput Fees”). Subject to Sections 2(d) and 2(j), DKTS shall pay the Logistics Entity an amount equal to the Additional Throughput Fee multiplied by the Actual Shipments on the Pipelines in excess of the Additional Throughput Threshold.

(iii)The Base Throughput Fee and the Additional Throughput Fee shall be adjusted on July 1 of each Contract Year commencing on July 1, 2025, by an amount equal to the increase or decrease, if any, in the FERC Oil Pipeline Index; provided, however, that no Throughput Fee shall be decreased below the applicable initial Throughput Fee provided in this Section 2(b). If the FERC Oil Pipeline Index is no longer published, the Logistics Entity and DKTS shall negotiate in good faith to agree on a new index that gives comparable protection against inflation and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the Throughput Fees. If DKTS and the Logistics Entity are unable to agree, a new index will be determined by arbitration in accordance with Section 13(i) and the same method of adjustment for increases in the new index shall be used to calculate increases in the Throughput Fees.

(iv)During the Term of this Agreement, if new laws or regulations are enacted that require the Logistics Entity to make substantial and unanticipated capital expenditures (other than maintenance capital expenditures) with respect to either of the Pipelines or the Tankage, the Parties will renegotiate one or both of the Throughput Fees in good faith in order to compensate the Logistics Entity on account of such incremental capital costs. If DKTS and the Logistics Entity are unable to agree upon a renegotiated Throughput Fee, the renegotiated Throughput Fee will be determined by arbitration in accordance with Section 13(i).

(c)Storage Fee. During the Term of this Agreement, DKTS shall pay the Logistics Entity a fee associated with the Tankage initially in the amount of $405,594.673 per month in exchange for the Logistics Entity making available to DKTS 600,000 barrels of Crude Oil storage capacity in the Tankage (the “Storage Fee”). The Crude Oil storage capacity provided to DKTS may be temporarily reduced by the Logistics Entity (without any adjustment to the Storage Fee) as a result of repairs and/or maintenance on storage tanks that reduce the storage

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capacity available in the Tankage, so long as the reduced storage capacity will not result in the inability of the Logistics Entity to provide the Minimum Storage Capacity. The amount of the Storage Fee shall be adjusted on July 1 of each Contract Year commencing on July 1, 2025 by an amount equal to the increase or decrease, if any, in the FERC Oil Pipeline Index, provided, however, that the Storage Fee shall not be decreased below the initial Storage Fee provided in this Section 2(c). If the FERC Oil Pipeline Index is no longer published, DKTS and the Logistics Entity shall negotiate in good faith to agree an a new index that gives comparable protection against inflation and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the Storage Fee. If DKTS and the Logistics Entity are unable to agree upon a new index, the new index will be determined by arbitration in accordance with Section 13(i). Notwithstanding the foregoing, in the event that the Effective Date is any date other than the first day of a calendar month, then the Storage Fee for the initial contract month shall be prorated based upon the number of days remaining in such month.

(d)Shortfall. If, for any Contract Quarter, Actual Shipments are less than the Minimum Throughput Commitment, then DKTS shall pay the Logistics Entity an amount (a “Shortfall Payment”) equal to the difference between (i) the Minimum Throughput Commitment multiplied by the Base Throughput Fee and (ii) the aggregate Throughput Fees for such Contract Quarter payable under Section 2(b)(i) and Section 2(b)(ii). The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the Minimum Throughput Commitment and the payment by DKTS of the Shortfall Payment shall relieve DKTS of any obligation to meet such Minimum Throughput Commitment for the relevant Contract Quarter. The Parties further acknowledge and agree that there shall not be any carry-over of volumes in excess of the Minimum Throughput Commitment to any subsequent Contract Quarter.

(e)Operating and Capital Expenses. Except as provided in the Omnibus Agreement, during the Term and subject to the terms and conditions of this Agreement, including Section 2(l), the Logistics Entity will bear one hundred percent (100%) of all operating and capital expenses incurred in its operation of the Pipelines and the Tankage. For avoidance of doubt, such operating expenses shall include all tank inspections (including API 653 inspections) conducted after the Effective Date on the tanks included within the Tankage, including any repairs or tests or consequential remediation that may be required to be made to such Tankage as a result of any discovery made during such inspections.

(f)Volumetric Gains and Losses. Title to the Crude Oil tendered by or on behalf of DKTS for transportation or storage hereunder will remain with DKTS at all times. DKTS shall, during each Contract Quarter, (i) be entitled to all volumetric gains in the Pipelines and the Tankage and (ii) be responsible for all volumetric losses in the Pipelines and the Tankage up to a maximum of 0.25%. The Logistics Entity shall be responsible for all volumetric losses in excess of 0.25% in the Pipelines and the Tankage during each Contract Quarter.

(g)Contamination. The Logistics Entity shall use commercially reasonable efforts to avoid contamination of DKTS’s Crude Oil with any dissimilar Crude Oil and shall be liable to DKTS for any change in the quality of the Crude Oil transported on the Pipelines or stored in the

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Tankage, in each case caused by the Logistics Entity or its Affiliates or any third-party use of the Pipelines or the Tankage, as applicable. If the Logistics Entity determines in good faith that DKTS has delivered to the Pipelines or the Tankage Crude Oil that has been contaminated by the existence of and/or excess amounts of substances foreign to Crude Oil which could cause harm to users of the contaminated Crude Oil, the Pipelines, the Tankage or the Logistics Entity, DKTS shall be responsible for removing DKTS’s contaminated Crude Oil from the Pipelines or the Tankage, as applicable. Any liability or expense associated with the contamination of DKTS’s Crude Oil caused by DKTS or its Affiliates shall be borne by DKTS, including any regulatory or judicial proceeding arising out of or relating to such contamination.

(h)Obligations of the Logistics Entity. During the Term and subject to the terms and conditions of this Agreement, the Logistics Entity agrees to own or lease and operate and maintain in accordance with Section 8(b) the assets necessary to accept deliveries from DKTS and to provide the services required under this Agreement.

(i)Taxes. DKTS will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Crude Oil delivered by DKTS for transportation by the Logistics Entity in the Pipelines including, but not limited to, any state gross receipts and compensating (use) taxes; provided, however, that DKTS shall not be liable hereunder for taxes (including ad valorem taxes) assessed against the Logistics Entity based on the Logistics Entity’s income or ownership of the Pipelines and Tankage. Should any Party be required to pay or collect any taxes, duties, charges and or assessments pursuant to any federal, state, county or municipal law or authority now in effect or hereafter to become effective which are payable by the other Party pursuant to this Section 2(i), the proper Party shall promptly reimburse the other Party therefor.

(j)Invoicing and Timing of Payments. The Logistics Entity shall invoice DKTS monthly (or in the case of Shortfall Payments, quarterly), including for an estimated amount of Additional Throughput Fees calculated on an average basis for such month (with a true up in the invoice for the final month of each Contract Quarter for any overpayments or underpayments of Additional Throughput Fees during such Contract Quarter). DKTS will make payments to the Logistics Entity by electronic payment with immediately available funds on a monthly (or in the case of Shortfall Payments, quarterly) basis during the Term with respect to services rendered by the Logistics Entity under this Agreement in the prior month (or, in the case of Shortfall Payments, Contract Quarter) upon the later of (i) ten (10) days after its receipt of such invoice and (ii) thirty (30) days following the end of the calendar month (or in the case of Shortfall Payments, Calendar Quarter) during which the invoiced services were performed. Any past due payments owed by DKTS to the Logistics Entity shall accrue interest, payable on demand, at the Prime Rate from the due date of the payment through the actual date of payment. Payment of any Throughput Fees or Shortfall Payment pursuant to this Section 2 shall be made by wire transfer of immediately available funds to an account designated in writing by the Logistics Entity. If any such fee shall be due and payable on a day that is not a Business Day, such payment shall be due and payable on the next succeeding Business Day.

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(k)Change in Pipelines’ Direction; Product Service or Origination and Destination. Without DKTS’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, the Logistics Entity shall not (i) reverse the direction of any of the Pipelines; (ii) change, alter or modify the product service of any of the Pipeline operations; or (iii) change, alter or modify the origination or destination of any of the Pipeline operations; provided, however, that the Logistics Entity may take any necessary emergency action to prevent or remedy a release of Crude Oil from either of the Pipelines without obtaining the consent required by this Section 2(k). DKTS may request that the Logistics Entity reverse the direction of either of the Pipelines, and the Logistics Entity shall determine, in its sole discretion, whether to complete the proposed reversal, considering, among other things, whether (i) DKTS agrees to bear, through adjustments to the Throughput Fees or otherwise, (1) the additional costs and expenses incurred by the Logistics Entity as a result of such change in direction (both to reverse and re-reverse) and (2) all costs arising out of the Logistics Entity’s inability to perform under any transportation service contract due to the reversal of the direction of either of the Pipelines and (ii) the Parties agree to adjustment, if appropriate based on the operational capabilities of the reconfigured Pipelines, of the Minimum Throughput Capacity.

(l)Capital Improvements. During the term of this Agreement, DKTS shall be entitled to designate Capital Improvements to be made to the Pipelines and the Tankage. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by DKTS may be constructed:

(i)For any Capital Improvement designated by DKTS, DKTS shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement to the Pipelines and/or the Tankage, as the case may be.

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

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

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(iv)Prior to beginning any construction on the Capital Improvement, (1) the Logistics Entity shall have received all necessary regulatory approvals, (2) the Logistics Entity and DKTS shall have agreed on (A) an additional monthly payment amount to be paid by DKTS to the Logistics Entity (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed to term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which DKTS is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide the Logistics Entity the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to the Logistics Entity reasonably anticipated to be received by the Logistics Entity from DKTS (or from a third party pursuant to a direct contractual commitment to the Logistics Entity) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fees or the Storage Fee, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and DKTS’s obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by the Logistics Entity or a Force Majeure event affecting the ability of the Logistics Entity to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv), DKTS shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. DKTS shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement and the Logistics Entity shall provide all invoices and other documentation reasonably requested by DKTS for this purpose.

(v)If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and could not reasonably be expected to have a material adverse impact on the operations or efficiency of the Pipelines or the Tankage or result in any material additional unreimbursed costs to the Logistics Entity, then DKTS may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, DKTS shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by DKTS pursuant to this Section 2(l)(v) shall be treated as the separate property of DKTS. The Logistics Entity shall cooperate with DKTS in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Pipelines and the Tankage, subject to DKTS’s reimbursing the Logistics Entity on a monthly basis for any incremental expenses arising from operating or maintaining such connections. DKTS shall indemnify the Logistics Entity for any Liabilities resulting from the construction, ownership and operation by DKTS of any Capital Improvement constructed by DKTS pursuant to this Section 2(l)(v).

(vi)Upon completion of the construction of such Capital Improvement, the Logistics Entity or DKTS, as applicable, will own such Capital Improvement, and will operate

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and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

(m)Notification of Utilization. Upon request by the Logistics Entity, DKTS will provide to the Logistics Entity written notification of DKTS’s reasonable good faith estimate of its anticipated future utilization of the Pipelines and the Tankage.

(n)Scheduling and Accepting Deliveries. The Logistics Entity will schedule movements and accept deliveries of Crude Oil in a manner that permits DKTS to utilize each of the Pipelines and the Tankage in substantially the same manner as it did prior to the Effective Date.

(o)Business Interruption Insurance. DKTS shall maintain commercially reasonable business interruption insurance for the benefit of the Refinery and the Pipelines and Tankage for so long as the Partnership is a consolidated subsidiary of Delek US. Allocation of benefits under such business interruption insurance policy shall be proportionate to the loss in operating margin sustained by DKTS and the Logistics Entity as a result of the interruption.

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

(q)Marketing of Transportation and Storage Services to Third Parties. Subject to the limitation on the use of assets that are subject to the Call Option in the Omnibus Agreement, during the Term, the Logistics Entity may provide transportation services to third parties on the Pipelines and storage services to third parties in the Tankage, provided that, (i) the provision of such transportation and storage services to third parties is not reasonably likely to negatively affect DKTS’s ability to use either of the Pipelines or the Tankage in accordance with the terms of this Agreement in any material respect, (ii) prior to any third party use of either of the Pipelines or the Tankage or the entry into any agreement with respect thereto, the Logistics Entity shall have received prior written consent from DKTS with respect to such third party usage or the entry into such agreement, as applicable, not to be unreasonably withheld, conditioned or delayed, (iii) to the extent such third-party usage reduces the storage capacity available to DKTS below the Minimum Storage Capacity, the Storage Fee shall be reduced for such period as such storage services are provided to third parties by a dollar amount equal to: (1) the number of barrels of storage capacity that the Logistics Entity is making available per month in the Tankage for such third parties, multiplied by (2) $0.4167 (which amount shall be adjusted in accordance with the adjustments to the Storage Fee provided for in Sections 2(c), (k) and (l) above, if applicable) and (iv) to the extent such third-party usage reduces the ability of the Logistics Entity to provide the Minimum Throughput Capacity, the Minimum Throughput Commitment shall be proportionately reduced to the extent of the difference between the Minimum Throughput Capacity and the amount that can be throughput in the Pipelines (prorated for the portion of the Contract Quarter during which the Minimum Throughput Capacity was unavailable). Notwithstanding the foregoing but subject to the limitation on the use of assets that are subject to the Call Option in the Omnibus Agreement, to the extent the Logistics Entity is not

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using any portion of the Pipelines or the Tankage (the “Open Assets”) during (x) a Force Majeure event set forth in Section 3 that is specific to DKTS and does not impact third parties generally or (y) the Notice Period set forth in Section 9, the Logistics Entity may provide transportation and/or storage services to third parties on the Open Assets pursuant to one or more third-party agreements without the consent of DKTS, and the Minimum Throughput Commitment and the Storage Fee will be reduced to the extent of such third-party usage as set forth above; provided that such third-party agreements and related services shall terminate following the end of the Force Majeure Period or the restoration of Refinery operations, as applicable.

Section 3.Force Majeure.

(a)In the event that either Party is rendered unable, wholly or in part, by a Force Majeure event to perform its obligations under this Agreement, then upon the delivery by such Party (the “Force Majeure Party”) of written notice (a “Force Majeure Notice”) and full particulars of the Force Majeure event within a reasonable time after the occurrence of the Force Majeure event relied on, the obligations of the Parties, to the extent they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused; provided that (i) prior to the third anniversary of the Original Effective Date, DKTS shall be required to continue to make payments (1) for the Throughput Fees for volumes actually delivered under this Agreement, (2) for the Storage Fee, and (3) for any Shortfall Payments unless, in the case of (2) and (3), the Force Majeure event is an event that adversely affects the Logistics Entity’s - 12 - ability to perform the services it is required to perform under this Agreement, in which case, as applicable, the Storage Fees shall only be paid to the extent DKTS utilizes the Tankage for the storage of its Crude Oil during the applicable month and instead of Shortfall Payments, Throughput Fees shall only be paid as provided under (i)(1) above, and (ii) from and after the third anniversary of the Original Effective Date, DKTS shall be required to continue to make payments (1) for the Throughput Fees for volumes actually delivered under this Agreement and (2) for the Storage Fee to the extent DKTS utilizes the Tankage for the storage of its Crude Oil during the applicable month. The Force Majeure Party shall identify in such Force Majeure Notice the approximate length of time that it believes in good faith such Force Majeure event shall continue (the “Force Majeure Period”). DKTS shall be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so far as possible be remedied with all reasonable dispatch, except that neither Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests. Prior to the third anniversary of the Original Effective Date, any suspension of the obligations of the Parties under this Section 3(a) as a result of a Force Majeure event that adversely affects the Logistics Entity’s ability to perform the services it is required to perform under this Agreement shall extend the Term for the same period of time as such Force Majeure event continues (up to a maximum of one year) unless this Agreement is terminated under Section 3(b).

(b)If the Force Majeure Party advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive months beyond the third anniversary of the Original Effective Date, then at any time

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after the delivery of such Force Majeure Notice, either Party may deliver to the other Party a notice of termination (a “Termination Notice”), which Termination Notice shall become effective not earlier than twelve (12) months after the later to occur of (i) the delivery of the Termination Notice and (ii) the third anniversary of the Original Effective Date; provided, however, that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends before the Termination Notice becomes effective; provided, further, that upon the cancellation of any Termination Notice, the Parties’ respective obligations hereunder shall resume as soon as reasonably practicable thereafter, and the Term shall be extended by the same period of time as is required for the Parties to resume such obligations. After the third anniversary of the Original Effective Date and following delivery of a Termination Notice the Logistics Entity may terminate this Agreement, to the extent affected by the Force Majeure event, upon sixty (60) days prior written notice to DKTS in order to enter into an agreement to provide any third party the services provided to DKTS under this Agreement; provided, however, that the Logistics Entity shall not have the right to terminate this Agreement for so long as DKTS continues to make Shortfall Payments.

Section 4.Effectiveness and Term.

(a)This Agreement shall have an initial term commencing on the Effective Date and extending through and including June 30, 2031 (the “Initial Term”). Thereafter, DKTS shall have a unilateral option to extend this Agreement for an additional period extending through and including June 30, 2036, on the same terms and conditions set forth herein (the “Renewal Term”). The Initial Term and the Renewal Term are sometimes referred to collectively herein as the “Term.” In order to exercise its option to extend this Agreement for the Renewal Term, DKTS shall notify the Logistics Entity in writing not more than twenty-four (24) months and not less than twelve (12) months prior to the expiration of the Initial Term or the Renewal Term, as applicable.

(b)This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time upon written notice by either Party in the event the other Party commits a material breach of or materially defaults under the terms of this Agreement, and such breach or default is not cured (or a plan to cure such breach or default reasonably satisfactory to the non-breaching or non-defaulting Party has been adopted and is being diligently pursued by the breaching or defaulting Party) within fifteen (15) calendar days after receipt by the breaching Party of written notice from the non-breaching Party of such breach or default.

Section 5.Right to Enter into a New Agreement.

In the event that DKTS fails to exercise its option to extend this Agreement for the Renewal Term, the Logistics Entity shall have the right to negotiate to enter into one or more new pipelines and tankage agreements with one or more third parties to begin after the date of termination, provided that during the period from the date of DKTS’s failure to provide written notice pursuant to Section 4 to the date of termination of this Agreement, DKTS will have the right to enter into a new pipelines and tankage agreement with the Logistics Entity on commercial terms that substantially match the terms upon which the Logistics Entity proposes to enter into an agreement with a third party for similar services with respect to all or a material

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portion of the Pipelines and the Tankage. In such circumstances, the Logistics Entity shall give DKTS forty-five (45) days prior written notice of any proposed new pipelines and tankage agreement with a third party, and such notice shall inform DKTS of the fee schedules, tariffs, duration and any other terms of the proposed third party agreement and DKTS shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or DKTS shall lose the rights specified by this Section 5 with respect to the assets that are the subject of such notice.

Section 6.Notices.

All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (a) if by transmission by facsimile or hand delivery, when delivered; (b) if mailed via the official governmental mail system, five (5) Business Days after mailing, provided said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; (c) if mailed by an internationally recognized overnight express mail service such as Federal Express, UPS, or DHL Worldwide, one (1) Business Day after deposit therewith prepaid; or (d) if by e-mail, one Business day after delivery with receipt confirmed. All notices will be addressed to the Parties at the respective addresses as follows:

if to DKTS:

DK Trading & Supply, LLC

c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

DK Trading & Supply, LLC
c/o Delek US Holdings, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: President

if to Logistics Entity:

DK Crude Logistics, LLC.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: General Counsel

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

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DK Crude Logistics, LLC.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Attn: Senior Vice President

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

Section 7. Deficiency Payments.

(a)As soon as practicable following the end of each calendar month under this Agreement, the Logistics Entity shall deliver to DKTS a written notice (the “Deficiency Notice”) detailing any failure of DKTS to meet its obligations under Section 2(a), Section 2(b) (i), Section 2(b)(ii), Section 2(c), Section 2(d), Section 2(i), Section 2(k), Section 2(l) or Section 8(c) of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Logistics Entity believes would have been paid by DKTS to the Logistics Entity if DKTS had complied with its obligations under Section 2(a), Section 2 (b)(i), Section 2(b)(ii), Section 2(c), Section 2(d), Section 2(h), Section 2(i), Section 2(k), Section 2(l) and Section 8(c) of this Agreement (the “Deficiency Payment”). DKTS shall pay the Deficiency Payment to the Logistics Entity upon the later of: (i) ten (10) days after its receipt of the Deficiency Notice and (ii) thirty (30) days following the end of the calendar month during which the Deficiency Notice was delivered.

(b)If DKTS disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to the Logistics Entity, a senior officer of DKTS and a senior officer of the Logistics Entity shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of any Deficiency Payment, DKTS and the Logistics Entity shall, within forty-five (45) days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13. During the 60-day period following the receipt of the Deficiency Notice, DKTS shall have the right to inspect and audit the working papers of the Logistics Entity relating to such Deficiency Payment.

(c)If it is determined by arbitration in accordance with Section 13 that DKTS was required to make any or all of the disputed portion of the Deficiency Payment, DKTS shall promptly pay to the Logistics Entity such amount, together with interest thereon from the dated provided in the last sentence of Section 7(a) at the Prime Rate, in immediately available funds.

Section 8.Capabilities of Assets.

(a)Interruption of Service. The Logistics Entity shall use reasonable commercial efforts to minimize the interruption of service on the Pipelines or at the Tankage and shall use its best efforts to minimize the impact of any such interruption on DKTS. The Logistics Entity shall

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

(b)Maintenance and Repair Standards. Subject to Force Majeure and interruptions for routine repair and maintenance consistent with industry standards, the Logistics Entity shall maintain (i) the Pipelines with sufficient aggregate capacity to throughput a volume of Crude Oil at least equal to the Minimum Throughput Capacity and (ii) the Tankage with a capacity sufficient to store a volume of Crude Oil at least equal to the Minimum Storage Capacity. The Logistics Entity’s obligations may be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure or interruptions for routine repair and maintenance consistent with industry standards that prevent the Logistics Entity from providing the Minimum - 16 - Throughput Capacity or storing the Minimum Storage Capacity. To the extent DKTS is prevented for 30 or more days in any Contract Year from throughputting volumes equal to the full Minimum Throughput Capacity or terminalling volumes equal to the Minimum Storage Capacity for reasons of Force Majeure or other interruption of service affecting the facilities or assets of the Logistics Entity, then DKTS’s Minimum Throughput Commitment shall be proportionately reduced to the extent of the difference between the Minimum Throughput Capacity and the amount that the Logistics Entity can effectively throughput in the Pipelines (prorated for the portion of the Contract Quarter during which the Minimum Throughput Capacity was unavailable), regardless of whether actual throughput prior to the reduction was below the Minimum Throughput Commitment, and/or its Storage Fee shall be reduced by an amount of $0.4167 per barrel (which amount shall be adjusted in accordance with the adjustments to the Storage Fee provided for in Sections 2(c), (k) and (l) above, if applicable, and prorated for the portion of the applicable month during which such storage was unavailable) for each barrel less than the Minimum Storage Capacity that the Logistics Entity is unable to terminal at the Tankage regardless of whether DKTS actually used such storage capacity. At such time as the Logistics Entity is capable of throughputting volumes equal to the full Minimum Throughput Capacity or terminalling volumes equal to the Minimum Storage Capacity, as applicable, DKTS’s obligation to throughput the full Minimum Throughput Commitment and to pay the full Storage Fee shall be restored. If for any reason, including, without limitation, a Force Majeure event, the throughput of the Pipelines or storage capacity of the Tankage should fall below the Minimum Throughput Capacity or the Minimum Storage Capacity, respectively, then with due diligence and dispatch, the Logistics Entity shall make repairs to the Pipelines and/or the Tankage to restore the capacity of the Pipelines to that required for throughput of the Minimum Throughput Capacity and/or the Tankage to that required for terminalling of the Minimum Storage Capacity (“Restoration”). Except as provided below in Section 8(c), all of such Restoration shall be at the Logistics Entity’s cost and expense, unless the damage creating the need for such repairs was caused by the negligence or willful misconduct of DKTS, its employees, agents or customers.

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(c)Capacity Resolution. In the event of the failure of the Logistics Entity to maintain (i) the Pipelines with sufficient capacity to throughput the Minimum Throughput Capacity or (ii) the Tankage with a capacity sufficient to terminal a volume of Crude Oil at least equal to the Minimum Storage Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration which will, among other things, specify steps to be taken by the Logistics Entity to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary pipeline transportation and terminal industry standards and shall take into consideration the Logistic Entity’s economic considerations relating to costs of the repairs and DKTS’s requirements concerning its refining and marketing operations. The Logistics Entity shall use commercially reasonable efforts to continue to provide storage and throughput of DKTS’s Crude Oil, to the extent the Pipelines - 17 - and Tankage have capability of doing so, during the period before Restoration is completed. In the event that DKTS’s economic considerations justify incurring additional costs to complete the Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, DKTS may require the Logistics Entity to expedite the Restoration to the extent reasonably possible, subject to DKTS’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan wherein DKTS agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement pursuant to Section 3(b) above so long as such Restoration is completed with due diligence and dispatch, and DKTS shall pay its portion of the Restoration Cost to the Logistics Entity in advance based on a good faith estimate based on reasonable engineering standards. Upon completion, DKTS shall pay the difference between the actual portion of Restoration costs to be paid by DKTS pursuant to this Section 8(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of the Logistics Entity’s invoice therefor, or, if appropriate, the Logistics Entity shall pay DKTS the excess of the estimate paid by DKTS over the Logistics Entity’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Section 9.Suspension of Refinery Operations

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

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sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If DKTS notifies the Logistics Entity, more than two months prior to the expiration of the Notice Period, of the Refining Entity’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, DKTS shall remain liable for Deficiency Payments. Subject to Section 9(b), during the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) days prior written notice to DKTS in order to enter into an agreement to provide any third party the services provided to DKTS under this Agreement.

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

(c)In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Section 10.Regulatory Matters

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

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

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

Section 11.Indemnification

(a)The Logistics Entity shall defend, indemnify and hold harmless DKTS, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “DKTS Indemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by the Logistics Entity of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of the Logistics Entity made herein or in connection herewith proving to be false or misleading, (ii) any failure by the Logistics Entity, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any - 19 - property, fine or penalty, any of which is caused by the Logistics Entity, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Crude Oil hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the DKTS Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, the Logistics Entity’s liability to the DKTS Indemnitees pursuant to this Section 11(a) shall be net of any insurance proceeds actually received by the DKTS Indemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. DKTS agrees that it shall, and shall cause the other DKTS Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the DKTS Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify the Logistics Entity of all potential claims against any third Person for any such insurance proceeds, and (iii) keep the Logistics Entity fully informed of the efforts of the DKTS Indemnitees in pursuing collection of such insurance proceeds.

(b)DKTS shall defend, indemnify and hold harmless the Logistics Entity, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Logistics Indemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by DKTS of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of DKTS made herein or in connection herewith proving to be false or misleading, (ii) any failure by DKTS, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any person or damage to or loss of any property, fine or penalty, any of which is caused by DKTS, its Affiliates or any of their respective employees, representatives, agents or contractors

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in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Crude Oil hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the Logistics Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, DKTS’s liability to the Logistics Indemnitees pursuant to this Section 11(b) shall be net of any insurance proceeds actually received by the Logistics Indemnitees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. The Logistics Entity agrees that it shall, and shall cause the other Logistics Indemnitees to, (i) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Logistics Indemnitees are entitled with respect to or on account of any such damage or injury, (ii) notify DKTS of all potential claims against any third Person for any such insurance proceeds, and (iii) keep DKTS fully informed of the efforts of the Logistics Indemnitees in pursuing collection of such insurance proceeds.

(c)THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES (EXCLUDING, IN THE CASE OF SECTION 11(a)(iii) AND SECTION 11(b)(iii), GROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

Section 12.Limitation on Liability

Notwithstanding anything to the contrary contained herein, neither Party shall be liable or responsible to the other Party or such other Party’s affiliated Persons for any consequential, punitive, special, incidental or exemplary damages, or for loss of profits or revenues (collectively referred to as “Special Damages”) incurred by such Party or its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect Special Damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement; provided further that to the extent a Party hereunder receives insurance proceeds with respect to Special Damages that would be waived under this Section 12, such Party shall be liable for such Special Damages up to the amount of such insurance proceeds (net of any deductible and premiums paid with respect thereto).

Section 13.Miscellaneous.

(a)Modification; Waiver. This Agreement may be terminated, amended or modified only by a written instrument executed by the Parties. Any of the terms and conditions of this Agreement may be waived in writing at any time by the Party entitled to the benefits thereof. No waiver of any of the terms and conditions of this Agreement, or any breach thereof, will be effective unless in writing signed by a duly authorized individual on behalf of the Party against which the waiver is sought to be enforced. No waiver of any term or condition or of any breach

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of this Agreement will be deemed or will constitute a waiver of any other term or condition or of any later breach (whether or not similar), nor will such waiver constitute a continuing waiver unless otherwise expressly provided.

(b)Entire Agreement. This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith.

(c)Successors and Assigns.

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

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

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

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

(v)The Parties’ obligations hereunder shall not terminate in connection with a Partnership Change of Control; provided, however, that in the case of a Partnership Change of Control, DKTS shall have the option to extend the Term of this Agreement as provided in Section 4, without regard to the notice periods provided in the fourth sentence of Section 4(a). The Logistics Entity shall provide DKTS with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

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

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

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

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

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

(i)Arbitration Provision. Any and all Arbitrable Disputes, other than actions seeking solely injunctive relief to prevent immediate harm, shall be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 13(i) and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 13(i) will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“Claimant”) serving written notice on the other Party (“Respondent”) that the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses

23

of the arbitrator named by or for it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of DKTS, the Logistics Entity or any of their Affiliates and (ii) have not less than seven (7) years experience in the energy industry. The hearing will be conducted in Houston, Texas and commence within thirty (30) days after the selection of the third arbitrator. DKTS, the Logistics Entity and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages.

(j)Confidentiality.

(i)Obligations. Each Party shall use commercially reasonable efforts to retain the other Party’s Confidential Information in confidence and not disclose the same to any third party nor use the same, except as authorized by the disclosing Party in writing or as expressly permitted in this Section 13(j). Each Party further agrees to take the same care with the other Party’s Confidential Information as it does with its own, but in no event less than a reasonable degree of care.

(ii)Required Disclosure. Notwithstanding Section 13(j)(i) above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or is required to disclose pursuant to the rules and regulations of any national securities exchange upon which the receiving Party or its parent entity is listed, any of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party’s Confidential Information that it is required to disclose and shall cooperate with the disclosing Party in allowing the disclosing Party to obtain such protective order or other relief.

(iii)Return of Information. Upon written request by the disclosing Party, all of the disclosing Party’s Confidential Information in whatever form shall be returned to the disclosing Party upon termination of this Agreement or destroyed with destruction certified by the receiving Party, without the receiving Party retaining copies thereof except that one copy of all such Confidential Information may be retained by a Party’s legal department solely to the extent that such Party is required to keep a copy of such Confidential Information pursuant to Applicable Law, and the receiving Party shall be entitled to retain any Confidential Information in the electronic form or stored on automatic computer back-up archiving systems during the period such backup or archived materials are retained under such Party’s customary procedures

24

and policies; provided, however, that any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 13(j), and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.

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

(v)Survival. The obligation of confidentiality under this Section 13(j) shall survive the termination of this Agreement for a period of two (2) years.

(k)Audit and Inspection. During the Term, DKTS and its duly authorized agents and/or representatives, upon reasonable notice and during normal working hours, shall have access to the accounting records and other documents maintained by the Logistics Entity, or any of the Logistics Entity’s contractors and agents, which relate to this Agreement, and shall have the right to audit such records at any reasonable time or times during the Term of this Agreement and for a period of up to three years after termination of this Agreement. Claims as to shortage in quantity or defects in quality shall be made by written notice within thirty (30) days after the delivery in question or shall be deemed to have been waived. The right to inspect or audit such records shall survive termination of this Agreement for a period of two (2) years following the end of the Term. The Logistics Entity shall preserve, and shall cause all contractors or agents to preserve, all of the aforesaid documents for a period of at least two (2) years from the end of the Term.

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

25

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

DELEK CRUDE LOGISTICS, LLC

By: /s/ Reuven Spiegel    

Name: Reuven Spiegel
Title: Executive Vice President, Chief Financial Officer, and Treasurer

DK TRADING & SUPPLY, LLC

By: /s/ Joseph Israel    

Name: Joseph Israel
Title: Executive Vice President, DK & DKL Operations

EX-31.1

EXHIBIT 31.1

Certification by Principal Executive Officer pursuant to

Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934,

As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Avigal Soreq, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Delek Logistics Partners, LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/Avigal Soreq
	Avigal Soreq,
	President (Principal Executive Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)

Dated: August 7, 2024

EX-31.2

EXHIBIT 31.2

Certification by Chief Financial Officer pursuant to

Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934,

As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Reuven Spiegel, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Delek Logistics Partners, LP;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Reuven Spiegel
	Reuven Spiegel,
	Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)

Dated: August 7, 2024

EX-32.1

EXHIBIT 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Delek Logistics Partners, LP (the “Partnership”) on Form 10-Q for the quarterly period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Avigal Soreq, President of Delek Logistics GP, LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, and to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

By:	/s/ Avigal Soreq
	Avigal Soreq,
	President (Principal Executive Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)

Dated: August 7, 2024

A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

Certification Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Delek Logistics Partners, LP (the “Partnership”) on Form 10-Q for quarterly period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Reuven Spiegel, Executive Vice President and Chief Financial Officer of Delek Logistics GP, LLC, the general partner of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, and to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

By:	/s/ Reuven Spiegel
	Reuven Spiegel,
	Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Delek Logistics GP, LLC (the general partner of Delek Logistics Partners, LP)

Dated: August 7, 2024

A signed original of this written statement required by Section 906 has been provided to the Partnership and will be retained and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2024	Aug. 01, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-35721
Entity Registrant Name	DELEK LOGISTICS PARTNERS, LP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-5379027
Entity Address, Address Line One	310 Seven Springs Way
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Brentwood
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37027
City Area Code	615
Local Phone Number	771-6701
Title of 12(b) Security	Common Units Representing Limited Partnership Interests
Trading Symbol	DKL
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Common Stock, Shares, Outstanding		47,229,951
Entity Central Index Key	0001552797
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 5,111	$ 3,755
Inventory	1,756	2,264
Other current assets	1,150	676
Total current assets	96,569	76,269
Property, plant and equipment:
Property, plant and equipment	1,343,356	1,320,510
Less: accumulated depreciation	(424,283)	(384,359)
Property, plant and equipment, net	919,073	936,151
Equity method investments	235,911	241,337
Rights-of-way, net	60,416	59,536
Goodwill	12,203	12,203
Operating lease right-of-use assets	16,574	19,043
Other non-current assets	11,721	14,216
Total assets	1,623,302	1,642,246
Current liabilities:
Current portion of long-term debt	0	30,000
Interest payable	25,557	5,805
Excise and other taxes payable	8,407	10,321
Current portion of operating lease liabilities	6,034	6,697
Accrued expenses and other current liabilities	3,794	11,477
Total current liabilities	70,028	90,590
Non-current liabilities:
Long-term debt, net of current portion	1,566,346	1,673,789
Operating lease liabilities, net of current portion	6,656	8,335
Asset retirement obligations	10,411	10,038
Other non-current liabilities	21,168	21,363
Total non-current liabilities	1,604,581	1,713,525
Equity (Deficit):
Total equity (deficit)	(51,307)	(161,869)
Total liabilities and deficit	1,623,302	1,642,246
Third Party
Current assets:
Accounts receivable	48,968	41,131
Current liabilities:
Accounts payable	26,236	26,290
Affiliated Entity
Current assets:
Accounts receivable	39,584	28,443
Common- Public | Limited Partner
Equity (Deficit):
Total equity (deficit)	287,195	160,402
Common- Delek | Limited Partner
Equity (Deficit):
Total equity (deficit)	(338,502)	(322,271)
Customer relationships
Property, plant and equipment:
Intangibles, net	172,285	181,336
Marketing contract
Property, plant and equipment:
Intangibles, net	$ 98,550	$ 102,155

XML

Condensed Consolidated Balance Sheets (Parenthetical) - Limited Partner - shares	Jun. 30, 2024	Dec. 31, 2023
Common - Public
Common unitholders, issued (in units)	12,918,673	9,299,763
Common unitholders, outstanding (in units)	12,918,673	9,299,763
Common - Delek Holdings
Common unitholders, issued (in units)	34,311,278	34,311,278
Common unitholders, outstanding (in units)	34,311,278	34,311,278

XML

Condensed Consolidated Statements of Income and Comprehensive Income - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net revenues
Revenues		$ 264,628	$ 246,911	$ 516,703	$ 490,436
Cost of sales:
Operating expenses (excluding depreciation and amortization presented below)		29,454	28,476	61,149	52,691
Depreciation and amortization		22,746	22,469	47,913	42,233
Total cost of sales		190,260	179,070	370,814	349,145
Operating expenses related to wholesale business (excluding depreciation and amortization presented below)		174	480	395	1,005
General and administrative expenses		6,016	6,611	10,879	14,121
Depreciation and amortization		1,461	1,258	2,789	2,599
Other operating income, net		(1,744)	(455)	(1,177)	(313)
Total operating costs and expenses		196,167	186,964	383,700	366,557
Operating income		68,461	59,947	133,003	123,879
Interest expense, net		35,268	35,099	75,497	67,680
Income from equity method investments		(7,882)	(7,285)	(16,372)	(13,601)
Other income, net		(40)	(19)	(211)	(21)
Total non-operating expenses, net		27,346	27,795	58,914	54,058
Income before income tax expense		41,115	32,152	74,089	69,821
Income tax expense		57	256	383	558
Net income attributable to partners		41,058	31,896	73,706	69,263
Comprehensive income attributable to partners		$ 41,058	$ 31,896	$ 73,706	$ 69,263
Net income per limited partner unit:
Basic (in dollars per unit)		$ 0.87	$ 0.73	$ 1.61	$ 1.59
Diluted (in dollars per unit)		$ 0.87	$ 0.73	$ 1.61	$ 1.59
Weighted average limited partner units outstanding:
Basic (in units)		47,219,184	43,577,428	45,812,770	43,573,716
Diluted (in units)		47,232,507	43,597,282	45,829,522	43,591,726
Cash distributions per limited partner unit (in dollars per unit)		$ 1.090	$ 1.035	$ 2.160	$ 2.060
Affiliated Entity
Net revenues
Revenues	[1]	$ 156,828	$ 132,993	$ 296,453	$ 257,992
Cost of sales:
Cost of materials and other	[1]	103,065	92,042	195,947	183,113
Third Party
Net revenues
Revenues		107,800	113,918	220,250	232,444
Cost of sales:
Cost of materials and other		$ 34,995	$ 36,083	$ 65,805	$ 71,108

[1] See Note 2 for a description of our material affiliate revenue and purchases transactions.

XML

Condensed Consolidated Statements of Partners' Equity (Deficit) - USD ($) $ in Thousands	Total	Limited Partner Common - Public	Limited Partner Common - Delek Holdings
Beginning balance at Dec. 31, 2022	$ (110,700)	$ 172,119	$ (282,819)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash distributions	(89,104)	(18,938)	(70,166)
Net income attributable to partners	69,263	14,723	54,540
Other	1,039	(144)	1,183
Ending balance at Jun. 30, 2023	(129,502)	167,760	(297,262)
Beginning balance at Mar. 31, 2023	(117,422)	170,522	(287,944)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash distributions	(44,664)	(9,496)	(35,168)
Net income attributable to partners	31,896	6,783	25,113
Other	688	(49)	737
Ending balance at Jun. 30, 2023	(129,502)	167,760	(297,262)
Beginning balance at Dec. 31, 2023	(161,869)	160,402	(322,271)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash distributions	(96,816)	(23,905)	(72,911)
Net income attributable to partners	73,706	18,504	55,202
Issuance of units	132,202	132,202	0
Other	1,470	(8)	1,478
Ending balance at Jun. 30, 2024	(51,307)	287,195	(338,502)
Beginning balance at Mar. 31, 2024	(42,467)	290,051	(332,518)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash distributions	(50,606)	(13,893)	(36,713)
Net income attributable to partners	41,058	11,100	29,958
Other	708	(63)	771
Ending balance at Jun. 30, 2024	$ (51,307)	$ 287,195	$ (338,502)

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net income	$ 73,706	$ 69,263
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	50,702	44,832
Non-cash lease expense	1,901	4,447
Amortization of marketing contract intangible	3,605	3,605
Amortization of deferred revenue	(1,297)	(887)
Amortization of deferred financing costs and debt discount	2,621	2,316
Income from equity method investments	(16,372)	(13,601)
Dividends from equity method investments	19,125	17,049
Loss on extinguishment of debt	3,571	0
Other non-cash adjustments	(4,583)	1,707
Changes in assets and liabilities:
Accounts receivable	(7,837)	(3,143)
Inventories and other current assets	34	(1,664)
Accounts payable and other current liabilities	14,013	(46,245)
Accounts receivable/payable to related parties	(10,650)	(13,457)
Non-current assets and liabilities, net	2,958	(420)
Net cash provided by operating activities	131,497	63,802
Cash flows from investing activities:
Purchases of property, plant and equipment	(26,407)	(55,421)
Proceeds from sales of property, plant and equipment	9,544	455
Purchases of intangible assets	(1,231)	(1,367)
Distributions from equity method investments	2,673	1,440
Net cash used in investing activities	(15,421)	(54,893)
Cash flows from financing activities:
Distributions to common unitholders - public	(23,905)	(18,938)
Distributions to common unitholders - Delek Holdings	(72,911)	(70,166)
Proceeds from term debt	852,500	0
Payments on term debt	(531,250)	(7,500)
Proceeds from revolving facility	283,900	238,500
Payments on revolving facility	(734,200)	(148,000)
Proceeds from issuance of units	132,202	0
Payments on other financing agreements	(6,214)	0
Deferred financing costs paid	(14,164)	(1,603)
Other financing activities	(678)	(1,457)
Net cash used in financing activities	(114,720)	(9,164)
Net increase (decrease) in cash and cash equivalents	1,356	(255)
Cash and cash equivalents at the beginning of the period	3,755	7,970
Cash and cash equivalents at the end of the period	5,111	7,715
Cash paid during the period for:
Interest	49,553	65,367
Income taxes	0	20
Non-cash investing activities:
(Decrease) increase in accrued capital expenditures	(1,055)	53
Non-cash financing activities:
Non-cash lease liability arising from obtaining right of use assets during the period	$ 1,437	$ 3,456

XML

Organization and Basis of Presentation

3 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

Organization and Basis of Presentation

As used in this report, the terms "Delek Logistics Partners, LP," the "Partnership," "we," "us," or "our" may refer to Delek Logistics Partners, LP, one or more of its consolidated subsidiaries or all of them taken as a whole. The Partnership is a Delaware limited partnership formed in April 2012 by Delek US Holdings, Inc. ("Delek Holdings") and its subsidiary Delek Logistics GP, LLC, our general partner (our "general partner").

The Partnership provides gathering, pipeline and other transportation services primarily for crude oil and natural gas customers, storage, wholesale marketing and terminalling services primarily for intermediate and refined product customers, and water disposal and recycling services through its owned assets and joint ventures located primarily in the Permian Basin (including the Delaware sub-basin) and other select areas in the Gulf Coast region. A majority of our existing assets are both integral to and dependent upon the success of Delek Holdings' refining operations, as many of our assets are contracted exclusively to Delek Holdings in support of its Tyler, Texas (the "Tyler Refinery"), El Dorado, Arkansas (the "El Dorado Refinery") and Big Spring, Texas (the "Big Spring Refinery").

On August 2, 2024, Delek Logistics Partners, LP (the “Purchaser”), entered into a Purchase and Sale Agreement with H2O Midstream Holdings, LLC (the “Seller”) to purchase 100% of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC (the “Purchased Interests”), related to the Seller’s water disposal and recycling operations, in the Midland Basin in Texas (the “Purchase Agreement”). See Note 10 for further information.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted, although management believes that the disclosures herein are adequate to make the financial information presented not misleading. Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP applied on a consistent basis with those of the annual audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 (our "Annual Report on Form 10-K"), filed with the U.S. Securities and Exchange Commission (the "SEC") on February 28, 2024 and in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in our Annual Report on Form 10-K.

All adjustments necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been included. All intercompany accounts and transactions have been eliminated. Such intercompany transactions do not include those with Delek Holdings or our general partner, which are presented as related parties in these accompanying condensed consolidated financial statements. All adjustments are of a normal, recurring nature. Operating results for the interim period should not be viewed as representative of results that may be expected for any future interim period or for the full year.

Accounting Pronouncements Not Yet Adopted

ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-02 Codification Improvements - Amendments to Remove References to the Concepts Statements ("ASU 2024-02"), which amends the Accounting Standards Codification ("Codification") to remove references to various concepts statements and impacts a variety of topics in the Codification. The ASU is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Partnership does not expect this update to have a material impact on our condensed consolidated financial statements and related disclosures.

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief decision maker ("CODM") and included within each reported measure of a segment's profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets. The ASU also requires disclosure of the title and position of the individual or the group identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements. The adoption of ASU 2023-07 should not have a material impact on our condensed consolidated financial statements and related disclosures. See Note 8 for further information.

ASU 2023-06, Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative

In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). The main provision of ASU 2023-06 is to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Partnership is currently evaluating the provisions of the amendments and the impact on its future condensed consolidated statements, but does not currently expect adopting this new guidance will have a material impact on its condensed consolidated financial statements and related disclosures.

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Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Commercial Agreements

The Partnership has a number of long-term, fee-based commercial agreements with Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms at the option of Delek Holdings. The fees under each agreement are payable to us monthly by Delek Holdings or certain third parties to whom Delek Holdings has assigned certain of its rights and are generally subject to increase or decrease on July 1 of each year, by the amount of any change in various inflation-based indices, however, in no event will the fees be adjusted below the amount initially set forth in the applicable agreement. Under each of these agreements, we are required to maintain the capabilities of our pipelines and terminals, such that Delek Holdings may throughput and/or store, as the case may be, specified volumes of crude oil, intermediate and refined products.

See our Annual Report on Form 10-K for a more complete description of our material commercial agreements and other agreements with Delek Holdings.

Other Agreements with Delek Holdings

In addition to the commercial agreements described above, the Partnership has entered into the following agreements with Delek Holdings:

Omnibus Agreement

The Partnership entered into an omnibus agreement with Delek Holdings, our general partner, Delek Logistics Operating, LLC, Lion Oil Company, LLC and certain of the Partnership’s and Delek Holdings' other subsidiaries on November 7, 2012, which has been amended and restated from time to time in connection with acquisitions from Delek Holdings (collectively, as amended and restated, the "Omnibus Agreement"). See Note 10 for a description of recent amendments to the Omnibus Agreement. The Omnibus Agreement governs the provision of certain operational services and reimbursement obligations, among other matters, between the Partnership and Delek Holdings, and obligates us to pay an annual fee of $4.4 million to Delek Holdings for its provision of centralized corporate services to the Partnership.

Pursuant to the terms of the Omnibus Agreement, we are reimbursed by Delek Holdings for certain capital expenditures. These amounts are recorded in other long-term liabilities and are amortized to revenue over the life of the underlying revenue agreement corresponding to the asset. There were no reimbursements by Delek Holdings during the three and six months ended June 30, 2024. There were no reimbursements by Delek Holdings during the three and six months ended June 30, 2023. Additionally, we are reimbursed or indemnified, as the case may be, for costs incurred in excess of certain amounts related to certain asset failures, pursuant to the terms of the Omnibus Agreement. As of June 30, 2024 and December 31, 2023, there was no receivable from related parties for these matters. These reimbursements are recorded as reductions to operating expense. There were no reimbursements for these matters in each of the three and six month periods ended June 30, 2024 or the three and six month periods ended June 30, 2023.

Other Transactions

The Partnership manages long-term capital projects on behalf of Delek Holdings pursuant to a construction management and operating agreement (the "DPG Management Agreement") for the construction of gathering systems in the Permian Basin. The majority of the gathering systems have been constructed, however, additional costs pertaining to a pipeline connection that was not acquired by the Partnership continue to be incurred and are still subject to the terms of the DPG Management Agreement. The Partnership is also considered the operator for the project and is responsible for oversight of the project design, procurement and construction of project segments and provides other related services. Pursuant to the terms of the DPG Management Agreement, the Partnership receives a monthly operating services fee and a construction services fee, which includes the Partnership's direct costs of managing the project plus an additional percentage fee of the construction costs of each project segment. The agreement extends through December 2024. Total fees paid to the Partnership were $0.4 million for both the three months ended June 30, 2024 and 2023 and $0.8 million for both the six months ended June 30, 2024 and 2023, which are recorded in affiliate revenue in our accompanying condensed consolidated statements of income and comprehensive income. Additionally, the Partnership incurs the costs in connection with the construction of the assets and is subsequently reimbursed by Delek Holdings. Amounts reimbursable by Delek Holdings are recorded in accounts receivable from related parties.

Related Party Revolving Credit Facility

On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into the Related Party Revolving Credit Facility (as defined below) with Delek Holdings. On May 2, 2024, the Boards of Directors of Delek Holdings and our general partner authorized the termination of the intercompany loan agreement between Delek Holdings and the Partnership, which was effective on May 31, 2024. See Note 5 - Long-Term Obligations for further information.

Summary of Transactions

Revenues from affiliates consist primarily of revenues from gathering, transportation, storage, offloading, Renewable Identification Numbers, wholesale marketing and products terminalling services provided primarily to Delek Holdings based on regulated tariff rates or contractually based fees and product sales. Affiliate operating expenses are primarily comprised of amounts we reimburse Delek Holdings, or our general partner, as the case may be, for the services provided to us under the Partnership Agreement. These expenses could also include reimbursement and indemnification amounts from Delek Holdings, as provided under the Omnibus Agreement. Additionally, the Partnership is required to reimburse Delek Holdings for direct or allocated costs and expenses incurred by Delek Holdings on behalf of the Partnership and for charges Delek Holdings incurred for the management and operation of our logistics assets, including an annual fee for various centralized corporate services, which are included in general and administrative expenses. In addition to these transactions, we purchase refined products and bulk biofuels from Delek Holdings, the costs of which are included in cost of materials and other-affiliate.

A summary of revenue, purchases and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues	$	156,828	$	132,993	$	296,453	$	257,992
Purchases	$	103,065	$	92,042	$	195,947	$	183,113
Operating and maintenance expenses	$	14,939	$	13,812	$	33,157	$	31,798
General and administrative expenses	$	3,504	$	4,618	$	6,503	$	7,879

Quarterly Cash Distributions

Date of Distribution	Distributions paid to Delek Holdings (in thousands)
February 12, 2024	$	36,198
May 15, 2024	$	36,713
August 14, 2024 (1)	$	37,399
Total	$	110,310
February 9, 2023	$	34,998
May 15, 2023	$	35,169
August 14, 2023	$	35,512
Total	$	105,679

(1) On July 30, 2024, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination. Distributions paid are estimated based on common units held by Delek Holdings as of June 30, 2024.

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Revenues

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenues

Revenues

The following table represents a disaggregation of revenue for the gathering and processing, wholesale marketing and terminalling, and storage and transportation segments for the periods indicated (in thousands):

	Three Months Ended June 30, 2024
	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Consolidated
Service Revenue - Third Party	$	13,435	$	—	$	1,985	$	15,420
Service Revenue - Affiliate (1)	3		14,252		13,710		27,965
Product Revenue - Third Party	27,679		64,701		—		92,380
Product Revenue - Affiliate	4,452		42,551		—		47,003
Lease Revenue - Affiliate	47,074		14,096		20,690		81,860
Total Revenue	$	92,643	$	135,600	$	36,385	$	264,628
	Three Months Ended June 30, 2023
	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Consolidated
Service Revenue - Third Party	$	17,270	$	—	$	3,112	$	20,382
Service Revenue - Affiliate (1)	2,121		10,886		14,335		27,342
Product Revenue - Third Party	26,785		66,751		—		93,536
Product Revenue - Affiliate	3,673		28,892		—		32,565
Lease Revenue - Affiliate	43,388		12,298		17,400		73,086
Total Revenue	$	93,237	$	118,827	$	34,847	$	246,911
	Six Months Ended June 30, 2024
	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Consolidated
Service Revenue - Third Party	$	36,820	$	—	$	4,717	$	41,537
Service Revenue - Affiliate (1)	5		27,468		27,255		54,728
Product Revenue - Third Party	47,624		131,089		—		178,713
Product Revenue - Affiliate	8,402		70,297		—		78,699
Lease Revenue - Affiliate	95,675		26,016		41,335		163,026
Total Revenue	$	188,526	$	254,870	$	73,307	$	516,703

	Six Months Ended June 30, 2023
	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Consolidated
Service Revenue - Third Party	$	30,449	$	—	$	3,409	$	33,858
Service Revenue - Affiliate (1)	6,422		20,157		34,944		61,523
Product Revenue - Third Party	53,277		145,309		—		198,586
Product Revenue - Affiliate	8,343		43,150		—		51,493
Lease Revenue - Affiliate	87,178		22,520		35,278		144,976
Total Revenue	$	185,669	$	231,136	$	73,631	$	490,436

(1) Net of $1.8 million of amortization expense for both the three months ended June 30, 2024 and 2023 and $3.6 million for the six months ended June 30, 2024 and 2023, related to marketing contract intangible recorded in the wholesale marketing and terminalling segment.

As of June 30, 2024, we expect to recognize approximately $1.0 billion in lease revenues related to our unfulfilled performance obligations pertaining to the minimum volume commitments and capacity utilization under the non-cancelable terms of our commercial agreements with Delek Holdings. Most of these agreements have an initial term ranging from five to ten years, which may be extended for various renewal terms. We disclose information about remaining performance obligations that have original expected durations of greater than one year.

Our unfulfilled performance obligations as of June 30, 2024 were as follows (in thousands):

Remainder of 2024	$	106,819
2025	213,638
2026	206,062
2027	187,692
2028 and thereafter	310,323
Total expected revenue on remaining performance obligations	$	1,024,534

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Net Income per Unit

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Income per Unit

Net Income per Unit

Basic net income per unit attributable to limited partners is computed by dividing limited partners' interest in net income by the weighted-average number of outstanding common units. Diluted net income per unit attributable to common limited partners includes the effects of potentially dilutive units on our common units. As of June 30, 2024, the only potentially dilutive units outstanding consist of unvested phantom units.

The calculation of net income per unit is as follows (in thousands, except unit and per unit amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income attributable to partners	$	41,058	$	31,896	$	73,706	$	69,263
Weighted average limited partner units outstanding, basic	47,219,184		43,577,428		45,812,770		43,573,716
Dilutive effect of unvested phantom units	13,323		19,854		16,752		18,010
Weighted average limited partner units outstanding, diluted	47,232,507		43,597,282		45,829,522		43,591,726
Net income per limited partner unit:
Basic	$	0.87	$	0.73	$	1.61	$	1.59
Diluted (1)	$	0.87	$	0.73	$	1.61	$	1.59

(1) There were 46,281 and 30,003 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2024, respectively. There were $11,180 and 35,383 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2023, respectively.

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Long-Term Obligations

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Long-Term Obligations

Long-Term Obligations

Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands):

	June 30, 2024		December 31, 2023
DKL Revolving Facility	$	330,200	$	780,500
DKL Term Facility	—		281,250
2029 Notes	850,000		—
2028 Notes	400,000		400,000
2025 Notes	—		250,000
Principal amount of long-term debt	1,580,200		1,711,750
Less: Unamortized discount and premium and deferred financing costs	13,854		7,961
Total debt, net of unamortized discount and premium and deferred financing costs	1,566,346		1,703,789
Less: Current portion of long-term debt and notes payable	—		30,000
Long-term debt, net of current portion	$	1,566,346	$	1,673,789

DKL Credit Facility

On October 13, 2022, the Partnership entered into a senior secured term loan with an original principal of $300.0 million (the "DKL Term Loan Facility"). On November 6, 2023, the Partnership entered into a First Amendment, a Second Amendment and a Third Amendment to the DKL Credit Facility (together, the “Amendments”) which among other things, extended the maturity of the DKL Term Loan Facility to April 15, 2025. The outstanding principal balance of $281.3 million was paid on March 13, 2024 from a portion of the proceeds received with the issuance of the 2029 Notes as indicated below. At the Partnership's option, borrowings bore interest at either the Adjusted Term Secured Overnight Financing Rate benchmark (“SOFR”) or U.S. dollar prime rate, plus an applicable margin. The applicable margin was 2.50% for the first year of the DKL Term Loan Facility and 3.00% for the second year for U.S. dollar prime rate borrowings. SOFR rate borrowings included a credit spread adjustment of 0.10% to 0.25% plus an applicable margin of 3.50% for the first year and 4.00% for the second year. At December 31, 2023, the weighted average borrowing rate was approximately 9.46%. Debt extinguishment costs were $2.1 million and are recorded in interest expense, net in the accompanying condensed consolidated statements of income and comprehensive income.

On March 29, 2024, the Partnership entered into a Fourth Amendment to the amended and restated senior secured revolving credit agreement (the "DKL Revolving Facility") which among other things increased the U.S. Revolving Credit Commitments (as defined in the DKL Credit Facility) by an amount equal to $100.0 million resulting in aggregate lender commitments under the Delek Logistics Revolving Credit Facility in an amount of $1,150.0 million, including up to $146.9 million for letters of credit and $31.9 million in swing line loans. This facility has a maturity date of October 13, 2027.

The DKL Revolving Facility requires a quarterly unused commitment fee based on average commitment usage, currently at 0.40% per annum. Interest is measured at either the U.S. dollar prime rate plus an applicable margin of 1.00% to 2.00% depending on the Partnership’s Total Leverage Ratio (as defined in the DKL Credit Agreement), or a SOFR rate plus a credit spread adjustment of 0.10% or 0.25% and an applicable margin ranging from 2.00% to 3.00% depending on the Partnership’s Total Leverage Ratio. As of June 30, 2024 and December 31, 2023, the weighted average interest rate was 8.00% and 8.46%, respectively. There were no letters of credit outstanding as of June 30, 2024 or December 31, 2023.

The obligations under the DKL Revolving Facility are secured by first priority liens on substantially all of the Partnership’s and its subsidiaries’ tangible and intangible assets. The carrying value of outstanding borrowings under the DKL Revolving Facility as of June 30, 2024 and December 31, 2023 approximate their fair values. Our debt facilities contain affirmative and negative covenants and events of default the Partnership considers usual and customary. As of June 30, 2024, we were in compliance with covenants on all of our debt instruments.

Related Party Revolving Credit Facility

On November 6, 2023, the Partnership and certain of its subsidiaries, as guarantors, entered into a certain Promissory Note (the “Related Party Revolving Credit Facility”) with Delek Holdings. The Related Party Revolving Credit Facility provided for revolving borrowings with aggregate commitments of $70.0 million comprised of a (i) $55.0 million senior tranche and a (ii) $15.0 million subordinated tranche (the “Subordinated Tranche”), with the initial borrowings under the Subordinated Tranche conditioned upon the Partnership and Delek Holdings reaching an agreement with Fifth Third Bank, National Association, as administrative agent under the DKL Credit Facility, on subordination provisions and other material terms related to the Subordinated Tranche. The Related Party Revolving Credit Facility bore interest at Term SOFR (as defined in the Related Party Revolving Credit Facility) plus 3.00%. The Related Party Revolving Credit Facility proceeds were available for the Partnership’s working capital purposes and other general corporate purposes. On May 2, 2024, the Boards of Directors of Delek Holdings and our general partner authorized the termination of the intercompany loan agreement between Delek Holdings and the Partnership, which was effective on May 31, 2024.

2029 Notes

On March 13, 2024, the Partnership and our wholly owned subsidiary Delek Logistics Finance Corp. ("Finance Corp." and together with the Partnership, the "Issuers") sold $650.0 million in aggregate principal amount of 8.625% senior notes due 2029 (the "2029 Notes") at par, pursuant to an indenture with U.S. Bank Trust Company, National Association as trustee. Net proceeds were used to redeem the 2025 Notes including accrued interest, pay off the DKL Term Facility including accrued interest and to repay a portion of the outstanding borrowings under the DKL Revolving Facility.

On April 17, 2024, the Issuers sold $200.0 million in aggregate principal amount of additional 8.625% senior notes due 2029 (the “Additional 2029 Notes”), at 101.25%. The Additional 2029 Notes were issued under the same indenture as the 2029 Notes and formed a part of the same series of notes as the 2029 Notes. The net proceeds were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility.

The 2029 Notes are general unsecured senior obligations of the Issuers and are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's subsidiaries other than Finance Corp., and will be unconditionally guaranteed on the same basis by certain of the Partnership’s future subsidiaries. The 2029 Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right payment to any future subordinated indebtedness of the Issuers. The 2029 Notes will mature on March 15, 2029, and interest on the 2029 Notes is payable semi-annually in arrears on each March 15 and September 15, commencing September 15, 2024.

At any time prior to March 15, 2026, the Issuers may redeem up to 35% of the aggregate principal amount of the 2029 Notes with the net cash proceeds of one or more equity offerings by the Partnership at a redemption price of 108.625% of the redeemed principal amount, plus accrued and unpaid interest, if any, subject to certain conditions and limitations. Prior to March 15, 2026, the Issuers may also redeem all or part of the 2029 Notes at a redemption price of the principal amount plus accrued and unpaid interest, if any, plus a "make whole" premium, subject to certain conditions and limitations. In addition, beginning on March 15, 2026, the Issuers may, subject to certain conditions and limitations, redeem all or part of the 2029 Notes, at a redemption price of 104.313% of the redeemed principal for the twelve-month period beginning on March 15, 2026, 102.156% for the twelve-month period beginning on March 15, 2027, and 100.00% beginning on March 15, 2028 and thereafter, plus accrued and unpaid interest, if any. In the event of a change of control, subject to certain conditions and limitations, the Issuers will be obligated to make an offer for the purchase of the 2029 Notes from holders at a price equal to 101.00% of the principal amount thereof, plus accrued and unpaid interest.

We recorded $13.5 million of debt issuance costs which will be amortized over the term of the 2029 Notes and included in interest expense in the accompanying condensed consolidated statements of income and comprehensive income. The premium recognized for the Additional 2029 Notes was $2.5 million which will be amortized over the term of the 2029 Notes and included in interest expense in the accompanying condensed consolidated statements of income and comprehensive income. As of June 30, 2024, the effective interest rate was 8.95%. The estimated fair value of the 2029 Notes was $874.2 million as of June 30, 2024, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

2028 Notes

Our 2028 Notes are general unsecured senior obligations comprised of $400.0 million in aggregate principal of 7.125% senior notes maturing June 1, 2028. The 2028 Notes are unconditionally guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Delek Logistics Finance Corp.) and will be unconditionally guaranteed on the same basis by certain of the Partnership's future subsidiaries. As of June 30, 2024, the effective interest rate was 7.39%. The estimated fair value of the 2028 Notes was $394.9 million and $380.4 million as of June 30, 2024 and December 31, 2023, respectively, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

2025 Notes

Our 2025 Notes are general unsecured senior obligations comprised of $250.0 million in aggregate principal of 6.75% senior notes maturing on May 15, 2025. Concurrent with the issuance of the 2029 Notes, the Partnership made a cash tender offer (the "Offer") for all of the outstanding 2025 Notes with a conditional notice of full redemption for the remaining balance not received from the Offer. The Partnership received tenders from holders of approximately $156.2 million in aggregate principal amount. All the remaining 2025 Notes were redeemed by March 29, 2024, pursuant to the notice of conditional redemption. Debt extinguishment costs were $1.5 million and are recorded in interest expense, net in the accompanying condensed consolidated statements of income and comprehensive income. The estimated fair value of the 2025 Notes was $248.7 million as of December 31, 2023, measured based upon quoted market prices in an active market, defined as Level 1 in the fair value hierarchy.

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Equity

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Equity

Equity

On March 12, 2024, we completed a public offering of its common units in which it sold 3,584,416 common units (including an overallotment option of 467,532 common units) to the underwriters of the offering at a price to the public of $38.50 per unit. The proceeds received from this offering (net of underwriting discounts, commissions and expenses) were $132.2 million and were used to repay a portion of the outstanding borrowings under the DKL Revolving Facility. Underwriting discounts totaled $5.5 million.

Equity Activity

The table below summarizes the changes in the number of limited partner units outstanding from December 31, 2023 through June 30, 2024.

	Common - Public	Common - Delek Holdings (1)	Total
Balance at December 31, 2023	9,299,763	34,311,278	43,611,041
Unit-based compensation awards (2)	34,494	—	34,494
Units issued	3,584,416	—	3,584,416
Balance at June 30, 2024	12,918,673	34,311,278	47,229,951

(1) As of June 30, 2024, Delek Holdings owned a 72.6% limited partner interest in the Partnership.

(2) Unit-based compensation awards are presented net of 12,345 units withheld for taxes for six months ended June 30, 2024.

Cash Distributions

Our Partnership Agreement sets forth the calculation to be used to determine the amount and priority of available cash distributions that our limited partner unitholders will receive. Our distributions earned with respect to a given period are declared subsequent to quarter end.

The table below summarizes the quarterly distributions related to our quarterly financial results:

Quarter Ended	Total Quarterly Distribution Per Limited Partner Unit	Total Cash Distribution (in thousands)
March 31, 2023	$1.025	$44,664
June 30, 2023	$1.035	$45,112
March 31, 2024	$1.070	$50,521
June 30, 2024 (1)	$1.090	$51,481

(1) On July 30, 2024, the board of directors of our general partner declared this quarterly cash distribution, payable on August 14, 2024, to unitholders of record on August 9, 2024. The total cash distribution is estimated based on the number of common units outstanding as of June 30, 2024.

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Equity Method Investments

6 Months Ended

Jun. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

Equity Method Investments

The Partnership owns a 33% membership interest in Red River Pipeline Company LLC ("Red River"), a joint venture operated with Plains Pipeline, L.P. Red River owns a 16-inch crude oil pipeline running from Cushing, Oklahoma to Longview, Texas with capacity of 235,000 bpd. Additionally, we have two pipeline joint ventures, in which we own a 50% membership interest in the entity formed with an affiliate of Plains All American Pipeline, L.P. ("CP LLC") to operate one of these pipeline systems and a 33% membership interest in the entity formed with Andeavor Logistics RIO Pipeline LLC ("Andeavor Logistics") to operate the other pipeline system.

The Partnership's investment balances in these joint ventures were as follows (in thousands):

	As of June 30, 2024		As of December 31, 2023
Red River	$	139,101	$	141,091
CP LLC	59,680		61,273
Andeavor Logistics	37,130		38,973
Total Equity Method Investments	$	235,911	$	241,337

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Segment Data

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Segment Data

Segment Data

We aggregate our operating segments into four reportable segments: (i) gathering and processing; (ii) wholesale marketing and terminalling; (iii) storage and transportation; and (iv) investment in pipeline joint ventures. Operations that are not specifically included in the reportable segments are included in Corporate and other segment.

The CODM evaluates performance based on EBITDA for planning and forecasting purposes. EBITDA is an important measure used by management to evaluate the financial performance of our core operations. EBITDA is not a GAAP measure, but the components of EBITDA are computed using amounts that are determined in accordance with GAAP. A reconciliation of EBITDA to Net Income is included in the tables below. We define EBITDA as net income (loss) before net interest expense, income tax expense, depreciation and amortization expense, including amortization of marketing contract intangible, which is included as a component of net revenues in our accompanying condensed consolidated statements of income and comprehensive income.

Assets by segment are not a measure used to assess the performance of the Partnership by the CODM and thus is not disclosed.

The following is a summary of business segment operating performance as measured by EBITDA for the periods indicated (in thousands):

	Three Months Ended June 30, 2024
(In thousands)	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Investments in Pipeline Joint Ventures		Corporate and Other		Consolidated
Net revenues:
Affiliate (1)	$	51,529	$	70,899	$	34,400	$	—	$	—	$	156,828
Third party	41,114		64,701		1,985		—		—		107,800
Total revenue	$	92,643	$	135,600	$	36,385	$	—	$	—	$	264,628
Segment EBITDA	$	54,680	$	30,205	$	16,752	$	7,882	$	(7,127)	$	102,392
Depreciation and amortization	19,062		1,635		2,522		—		988		24,207
Amortization of customer contract intangible	—		1,802		—		—		—		1,802
Interest expense, net	—		—		—		—		35,268		35,268
Income tax expense											57
Net income											$	41,058
Capital spending (2)	$	7,351	$	105	$	2,731	$	—	$	—	$	10,187
	Three Months Ended June 30, 2023
(In thousands)	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Investments in Pipeline Joint Ventures		Corporate and Other		Consolidated
Net revenues:
Affiliate (1)	$	49,182	$	52,076	$	31,735	$	—	$	—	$	132,993
Third party	44,055		66,751		3,112		—		—		113,918
Total revenue	$	93,237	$	118,827	$	34,847	$	—	$	—	$	246,911
Segment EBITDA	$	52,663	$	27,983	$	14,978	$	7,285	$	(10,129)	$	92,780
Depreciation and amortization	18,801		1,880		2,304		—		742		23,727
Amortization of customer contract intangible	—		1,802		—		—		—		1,802
Interest expense, net	—		—		—		—		35,099		35,099
Income tax expense											256
Net income											$	31,896
Capital spending (2)	$	18,877	$	(2,712)	$	3,215	$	—	$	—	$	19,380
	Six Months Ended June 30, 2024
(In thousands)	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Investments in Pipeline Joint Ventures		Corporate and Other		Consolidated
Net revenues:
Affiliate (1)	$	104,082	$	123,781	$	68,590	$	—	$	—	$	296,453
Third party	84,444		131,089		4,717		—		—		220,250
Total revenue	$	188,526	$	254,870	$	73,307	$	—	$	—	$	516,703
Segment EBITDA	$	112,439	$	55,479	$	34,879	$	16,372	$	(15,276)	$	203,893
Depreciation and amortization	40,216		3,347		5,297		—		1,842		50,702
Amortization of marketing contract intangible	—		3,605		—		—		—		3,605
Interest expense, net	—		—		—		—		75,497		75,497
Income tax expense											383
Net income											$	73,706
Capital spending (3)	$	22,074	$	21	$	3,257	$	—	$	—	$	25,352
	Six Months Ended June 30, 2023
(In thousands)	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Investments in Pipeline Joint Ventures		Corporate and Other		Consolidated
Net revenues:
Affiliate (1)	$	101,943	$	85,827	$	70,222	$	—	$	—	$	257,992
Third party	83,726		145,309		3,409		—		—		232,444
Total revenue	$	185,669	$	231,136	$	73,631	$	—	$	—	$	490,436
Segment EBITDA	$	108,108	$	49,937	$	28,400	$	13,601	$	(14,108)	$	185,938
Depreciation and amortization	35,248		3,569		4,406		—		1,609		44,832
Amortization of marketing contract intangible	—		3,605		—		—		—		3,605
Interest expense, net	—		—		—		—		67,680		67,680
Income tax expense											558
Net income											$	69,263
Capital spending (2)	$	51,666	$	404	$	3,411	$	—	$	—	$	55,481

(1) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the marketing contract intangible.

(2) Capital spending includes additions on an accrual basis.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation

In the ordinary conduct of our business, we are from time to time subject to lawsuits, investigations and claims, including environmental claims and employee-related matters. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, including civil penalties or other enforcement actions, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our financial statements.

Texas Department of Transportation Settlement

Beginning in August 2023, the Partnership was involved in litigation with the State of Texas Department of Transportation. The subject of the litigation was the expansion of the highway where the Partnership's Nettleton Station is situated. As a result of this expansion, four tanks owned by the Partnership were impacted. This litigation was settled in the second quarter of 2024 and resulted in the Partnership recovering $8.3 million in condemnation proceeds, which are recorded in other operating income, net in the accompanying condensed consolidated statements of income and comprehensive income.

Environmental, Health and Safety

We are subject to extensive federal, state and local environmental and safety laws and regulations enforced by various agencies, including the Environmental Protection Agency (the "EPA"), the United States Department of Transportation, the Occupational Safety and Health Administration, as well as numerous state, regional and local environmental, safety and pipeline agencies. These laws and regulations govern the discharge of materials into the environment, waste management practices and pollution prevention measures, as well as the safe operation of our pipelines and the safety of our workers and the public. Numerous permits or other authorizations are required under these laws and regulations for the operation of our terminals, pipelines, saltwells, trucks and related operations, and may be subject to revocation, modification and renewal.

These laws and permits raise potential exposure to future claims and lawsuits involving environmental and safety matters, which could include soil, surface water and groundwater contamination, air pollution, personal injury and property damage allegedly caused by substances which we may have handled, used, released or disposed of, transported, or that relate to pre-existing conditions for which we may have assumed responsibility. We believe that our current operations are in substantial compliance with existing environmental and safety requirements. However, there have been and we expect that there will continue to be ongoing discussions about environmental and safety matters between us and federal and state authorities, including the receipt and response to notices of violations, citations and other enforcement actions, some of which have resulted or may result in changes to operating procedures and in capital expenditures. While it is often difficult to quantify future environmental or safety related expenditures, we anticipate that continuing capital investments and changes in operating procedures will be required to comply with existing and new requirements, as well as evolving interpretations and enforcement of existing laws and regulations.

Releases of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, or is not a reimbursable event under the Omnibus Agreement, subject us to substantial expenses, including costs to respond to, contain and remediate a release, to comply with applicable laws and regulations and to resolve claims by governmental agencies or other persons for personal injury, property damage, response costs, or natural resources damages.

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Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Distribution Declaration

On July 30, 2024, our general partner's board of directors declared a quarterly cash distribution of $1.090 per unit, payable on August 14, 2024, to unitholders of record on August 9, 2024.

Planned H2O Midstream Acquisition

On August 2, 2024, the Partnership entered into a Purchase and Sale Agreement with H2O Midstream Holdings, LLC (the “Seller”) to purchase 100% of the limited liability company interests in H2O Midstream Intermediate, LLC, H2O Midstream Permian LLC, and H2O Midstream LLC (the “Purchased Interests” or "H2O Midstream"), related to the Seller’s water disposal and recycling operations, in the Midland Basin in Texas (the “Purchase Agreement”) for total consideration of $230.0 million, subject to customary adjustments under the Purchase Agreement for net working capital and indebtedness (the "H2O Transaction"). The purchase price is comprised of $160.0 million in cash and $70.0 million of preferred equity. We paid a deposit under the Purchase Agreement of $23.0 million. The deposit may be retained by the Seller upon certain termination events described in the Purchase Agreement. At closing, the deposit will be applied to the purchase price to be paid under the Purchase Agreement. The closing of the H2O Transaction is currently anticipated to occur by the end of 2024.

Wink to Webster Pipeline Investment Acquisition

On August 5, 2024, the Partnership acquired a 50% investment in W2W Holdings LLC which includes a 15.6% indirect interest in the Wink to Webster Pipeline, LLC joint venture ("Wink to Webster"), and related joint venture indebtedness, from a wholly owned subsidiary of Delek Holdings. W2W Holdings LLC was originally formed by Delek Holdings and MPLX Operations LLC to obtain financing and fund capital calls associated with its collective and contributed interests in Wink to Webster. Wink to Webster owns and operates a long-haul crude oil pipeline system with origin points at Wink and Midland in the Permian Basin and delivery points at multiple Houston area locations. Total consideration was comprised of $86.6 million in cash, forgiveness of an approximately $60 million receivable from Delek Holdings and 2,300,000 of common units representing limited partnership interest in us.

Commercial Agreements

On August 5, 2024, the Partnership amended and extended expired, or soon to be expired, commercial agreements with subsidiaries of Delek Holdings under which we provide various services, including crude oil gathering and crude oil, intermediate and refined products transportation and storage services, and marketing, terminalling and offloading services to Delek Holdings. These agreements have an initial term of five to seven years, with the ability to extend for an additional five years at Delek Holdings' option. Certain of these contracts had rate adjustments to be phased in over 2025 and 2026. In addition, the Partnership entered into an assignment agreement with Delek Holdings. As a result of these agreements with Delek Holdings, the Partnership redeemed 2,500,000 common units representing limited partnership interest in us held by Delek Holdings to assign the Big Spring Refinery Marketing Agreement to Delek Holdings. We also entered into an amended and restated Omnibus Agreement with Delek Holdings that provides Delek Holdings an option to purchase certain critical assets from us at market value during the period beginning upon any change in control or sale of substantially all assets involving us and extending (i) in the case of a transaction involving a third party, for six months following closing, and (ii) for any other transaction, for four years following closing.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net income	$ 73,706	$ 69,263

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Organization and Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") have been condensed or omitted, although management believes that the disclosures herein are adequate to make the financial information presented not misleading. Our unaudited condensed consolidated financial statements have been prepared in conformity with GAAP applied on a consistent basis with those of the annual audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 (our "Annual Report on Form 10-K"), filed with the U.S. Securities and Exchange Commission (the "SEC") on February 28, 2024 and in accordance with the rules and regulations of the SEC. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in our Annual Report on Form 10-K.

Consolidation, Policy

All adjustments necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been included. All intercompany accounts and transactions have been eliminated. Such intercompany transactions do not include those with Delek Holdings or our general partner, which are presented as related parties in these accompanying condensed consolidated financial statements. All adjustments are of a normal, recurring nature. Operating results for the interim period should not be viewed as representative of results that may be expected for any future interim period or for the full year.

Accounting Pronouncements Not Yet Adopted

Accounting Pronouncements Not Yet Adopted

ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-02 Codification Improvements - Amendments to Remove References to the Concepts Statements ("ASU 2024-02"), which amends the Accounting Standards Codification ("Codification") to remove references to various concepts statements and impacts a variety of topics in the Codification. The ASU is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Partnership does not expect this update to have a material impact on our condensed consolidated financial statements and related disclosures.

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief decision maker ("CODM") and included within each reported measure of a segment's profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets. The ASU also requires disclosure of the title and position of the individual or the group identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all prior periods presented in the financial statements. The adoption of ASU 2023-07 should not have a material impact on our condensed consolidated financial statements and related disclosures. See Note 8 for further information.

ASU 2023-06, Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative

In October 2023, the FASB issued ASU 2023-06 Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06"). The main provision of ASU 2023-06 is to clarify or improve disclosure and presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the FASB accounting standard codification with the SEC's regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Partnership is currently evaluating the provisions of the amendments and the impact on its future condensed consolidated statements, but does not currently expect adopting this new guidance will have a material impact on its condensed consolidated financial statements and related disclosures.

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Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2024

Related Party Transactions [Abstract]

Schedule of Purchases and Expense Transactions From Affiliates

A summary of revenue, purchases and expense transactions with Delek Holdings and its affiliates are as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues	$	156,828	$	132,993	$	296,453	$	257,992
Purchases	$	103,065	$	92,042	$	195,947	$	183,113
Operating and maintenance expenses	$	14,939	$	13,812	$	33,157	$	31,798
General and administrative expenses	$	3,504	$	4,618	$	6,503	$	7,879

Schedule of Distributions Made to Members or Limited Partners, by Distribution

Date of Distribution	Distributions paid to Delek Holdings (in thousands)
February 12, 2024	$	36,198
May 15, 2024	$	36,713
August 14, 2024 (1)	$	37,399
Total	$	110,310
February 9, 2023	$	34,998
May 15, 2023	$	35,169
August 14, 2023	$	35,512
Total	$	105,679

(1) On July 30, 2024, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination. Distributions paid are estimated based on common units held by Delek Holdings as of June 30, 2024.

The table below summarizes the quarterly distributions related to our quarterly financial results:

Quarter Ended	Total Quarterly Distribution Per Limited Partner Unit	Total Cash Distribution (in thousands)
March 31, 2023	$1.025	$44,664
June 30, 2023	$1.035	$45,112
March 31, 2024	$1.070	$50,521
June 30, 2024 (1)	$1.090	$51,481

(1) On July 30, 2024, the board of directors of our general partner declared this quarterly cash distribution, payable on August 14, 2024, to unitholders of record on August 9, 2024. The total cash distribution is estimated based on the number of common units outstanding as of June 30, 2024.

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Revenues (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table represents a disaggregation of revenue for the gathering and processing, wholesale marketing and terminalling, and storage and transportation segments for the periods indicated (in thousands):

	Three Months Ended June 30, 2024
	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Consolidated
Service Revenue - Third Party	$	13,435	$	—	$	1,985	$	15,420
Service Revenue - Affiliate (1)	3		14,252		13,710		27,965
Product Revenue - Third Party	27,679		64,701		—		92,380
Product Revenue - Affiliate	4,452		42,551		—		47,003
Lease Revenue - Affiliate	47,074		14,096		20,690		81,860
Total Revenue	$	92,643	$	135,600	$	36,385	$	264,628
	Three Months Ended June 30, 2023
	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Consolidated
Service Revenue - Third Party	$	17,270	$	—	$	3,112	$	20,382
Service Revenue - Affiliate (1)	2,121		10,886		14,335		27,342
Product Revenue - Third Party	26,785		66,751		—		93,536
Product Revenue - Affiliate	3,673		28,892		—		32,565
Lease Revenue - Affiliate	43,388		12,298		17,400		73,086
Total Revenue	$	93,237	$	118,827	$	34,847	$	246,911
	Six Months Ended June 30, 2024
	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Consolidated
Service Revenue - Third Party	$	36,820	$	—	$	4,717	$	41,537
Service Revenue - Affiliate (1)	5		27,468		27,255		54,728
Product Revenue - Third Party	47,624		131,089		—		178,713
Product Revenue - Affiliate	8,402		70,297		—		78,699
Lease Revenue - Affiliate	95,675		26,016		41,335		163,026
Total Revenue	$	188,526	$	254,870	$	73,307	$	516,703

	Six Months Ended June 30, 2023
	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Consolidated
Service Revenue - Third Party	$	30,449	$	—	$	3,409	$	33,858
Service Revenue - Affiliate (1)	6,422		20,157		34,944		61,523
Product Revenue - Third Party	53,277		145,309		—		198,586
Product Revenue - Affiliate	8,343		43,150		—		51,493
Lease Revenue - Affiliate	87,178		22,520		35,278		144,976
Total Revenue	$	185,669	$	231,136	$	73,631	$	490,436

(1) Net of $1.8 million of amortization expense for both the three months ended June 30, 2024 and 2023 and $3.6 million for the six months ended June 30, 2024 and 2023, related to marketing contract intangible recorded in the wholesale marketing and terminalling segment.

Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

Our unfulfilled performance obligations as of June 30, 2024 were as follows (in thousands):

Remainder of 2024	$	106,819
2025	213,638
2026	206,062
2027	187,692
2028 and thereafter	310,323
Total expected revenue on remaining performance obligations	$	1,024,534

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Net Income per Unit (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Income Per Unit

The calculation of net income per unit is as follows (in thousands, except unit and per unit amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income attributable to partners	$	41,058	$	31,896	$	73,706	$	69,263
Weighted average limited partner units outstanding, basic	47,219,184		43,577,428		45,812,770		43,573,716
Dilutive effect of unvested phantom units	13,323		19,854		16,752		18,010
Weighted average limited partner units outstanding, diluted	47,232,507		43,597,282		45,829,522		43,591,726
Net income per limited partner unit:
Basic	$	0.87	$	0.73	$	1.61	$	1.59
Diluted (1)	$	0.87	$	0.73	$	1.61	$	1.59

(1) There were 46,281 and 30,003 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2024, respectively. There were $11,180 and 35,383 anti-dilutive common unit equivalents excluded from the diluted earnings per unit calculation during the three and six months ended June 30, 2023, respectively.

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Long-Term Obligations (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt

Outstanding borrowings under the Partnership’s debt instruments are as follows (in thousands):

	June 30, 2024		December 31, 2023
DKL Revolving Facility	$	330,200	$	780,500
DKL Term Facility	—		281,250
2029 Notes	850,000		—
2028 Notes	400,000		400,000
2025 Notes	—		250,000
Principal amount of long-term debt	1,580,200		1,711,750
Less: Unamortized discount and premium and deferred financing costs	13,854		7,961
Total debt, net of unamortized discount and premium and deferred financing costs	1,566,346		1,703,789
Less: Current portion of long-term debt and notes payable	—		30,000
Long-term debt, net of current portion	$	1,566,346	$	1,673,789

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Equity (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Capital Units

The table below summarizes the changes in the number of limited partner units outstanding from December 31, 2023 through June 30, 2024.

	Common - Public	Common - Delek Holdings (1)	Total
Balance at December 31, 2023	9,299,763	34,311,278	43,611,041
Unit-based compensation awards (2)	34,494	—	34,494
Units issued	3,584,416	—	3,584,416
Balance at June 30, 2024	12,918,673	34,311,278	47,229,951

(1) As of June 30, 2024, Delek Holdings owned a 72.6% limited partner interest in the Partnership.

(2) Unit-based compensation awards are presented net of 12,345 units withheld for taxes for six months ended June 30, 2024.

Schedule of Distributions Made to Members or Limited Partners, by Distribution

Date of Distribution	Distributions paid to Delek Holdings (in thousands)
February 12, 2024	$	36,198
May 15, 2024	$	36,713
August 14, 2024 (1)	$	37,399
Total	$	110,310
February 9, 2023	$	34,998
May 15, 2023	$	35,169
August 14, 2023	$	35,512
Total	$	105,679

(1) On July 30, 2024, the board of directors of our general partner declared this quarterly cash distribution based on the available cash as of the date of determination. Distributions paid are estimated based on common units held by Delek Holdings as of June 30, 2024.

The table below summarizes the quarterly distributions related to our quarterly financial results:

Quarter Ended	Total Quarterly Distribution Per Limited Partner Unit	Total Cash Distribution (in thousands)
March 31, 2023	$1.025	$44,664
June 30, 2023	$1.035	$45,112
March 31, 2024	$1.070	$50,521
June 30, 2024 (1)	$1.090	$51,481

(1) On July 30, 2024, the board of directors of our general partner declared this quarterly cash distribution, payable on August 14, 2024, to unitholders of record on August 9, 2024. The total cash distribution is estimated based on the number of common units outstanding as of June 30, 2024.

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Equity Method Investments (Tables)

6 Months Ended

Jun. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Equity Method Investments

The Partnership's investment balances in these joint ventures were as follows (in thousands):

	As of June 30, 2024		As of December 31, 2023
Red River	$	139,101	$	141,091
CP LLC	59,680		61,273
Andeavor Logistics	37,130		38,973
Total Equity Method Investments	$	235,911	$	241,337

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Segment Data (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following is a summary of business segment operating performance as measured by EBITDA for the periods indicated (in thousands):

	Three Months Ended June 30, 2024
(In thousands)	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Investments in Pipeline Joint Ventures		Corporate and Other		Consolidated
Net revenues:
Affiliate (1)	$	51,529	$	70,899	$	34,400	$	—	$	—	$	156,828
Third party	41,114		64,701		1,985		—		—		107,800
Total revenue	$	92,643	$	135,600	$	36,385	$	—	$	—	$	264,628
Segment EBITDA	$	54,680	$	30,205	$	16,752	$	7,882	$	(7,127)	$	102,392
Depreciation and amortization	19,062		1,635		2,522		—		988		24,207
Amortization of customer contract intangible	—		1,802		—		—		—		1,802
Interest expense, net	—		—		—		—		35,268		35,268
Income tax expense											57
Net income											$	41,058
Capital spending (2)	$	7,351	$	105	$	2,731	$	—	$	—	$	10,187
	Three Months Ended June 30, 2023
(In thousands)	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Investments in Pipeline Joint Ventures		Corporate and Other		Consolidated
Net revenues:
Affiliate (1)	$	49,182	$	52,076	$	31,735	$	—	$	—	$	132,993
Third party	44,055		66,751		3,112		—		—		113,918
Total revenue	$	93,237	$	118,827	$	34,847	$	—	$	—	$	246,911
Segment EBITDA	$	52,663	$	27,983	$	14,978	$	7,285	$	(10,129)	$	92,780
Depreciation and amortization	18,801		1,880		2,304		—		742		23,727
Amortization of customer contract intangible	—		1,802		—		—		—		1,802
Interest expense, net	—		—		—		—		35,099		35,099
Income tax expense											256
Net income											$	31,896
Capital spending (2)	$	18,877	$	(2,712)	$	3,215	$	—	$	—	$	19,380
	Six Months Ended June 30, 2024
(In thousands)	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Investments in Pipeline Joint Ventures		Corporate and Other		Consolidated
Net revenues:
Affiliate (1)	$	104,082	$	123,781	$	68,590	$	—	$	—	$	296,453
Third party	84,444		131,089		4,717		—		—		220,250
Total revenue	$	188,526	$	254,870	$	73,307	$	—	$	—	$	516,703
Segment EBITDA	$	112,439	$	55,479	$	34,879	$	16,372	$	(15,276)	$	203,893
Depreciation and amortization	40,216		3,347		5,297		—		1,842		50,702
Amortization of marketing contract intangible	—		3,605		—		—		—		3,605
Interest expense, net	—		—		—		—		75,497		75,497
Income tax expense											383
Net income											$	73,706
Capital spending (3)	$	22,074	$	21	$	3,257	$	—	$	—	$	25,352
	Six Months Ended June 30, 2023
(In thousands)	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Investments in Pipeline Joint Ventures		Corporate and Other		Consolidated
Net revenues:
Affiliate (1)	$	101,943	$	85,827	$	70,222	$	—	$	—	$	257,992
Third party	83,726		145,309		3,409		—		—		232,444
Total revenue	$	185,669	$	231,136	$	73,631	$	—	$	—	$	490,436
Segment EBITDA	$	108,108	$	49,937	$	28,400	$	13,601	$	(14,108)	$	185,938
Depreciation and amortization	35,248		3,569		4,406		—		1,609		44,832
Amortization of marketing contract intangible	—		3,605		—		—		—		3,605
Interest expense, net	—		—		—		—		67,680		67,680
Income tax expense											558
Net income											$	69,263
Capital spending (2)	$	51,666	$	404	$	3,411	$	—	$	—	$	55,481

(1) Affiliate revenue for the wholesale marketing and terminalling segment is presented net of amortization expense pertaining to the marketing contract intangible.

(2) Capital spending includes additions on an accrual basis.

XML

Organization and Basis of Presentation - Narrative (Details)	Aug. 02, 2024
H2O Midstream | Subsequent Event
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired	100.00%

XML

Related Party Transactions - Narrative (Details) - Affiliated Entity - USD ($) $ in Millions		3 Months Ended		6 Months Ended
	Nov. 07, 2012	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
DPG Management Agreement, Operating Service And Construction Fee Paid To Partnership
Related Party Transaction [Line Items]
Fees paid to the Partnership		$ 0.4	$ 0.4	$ 0.8	$ 0.8
Omnibus Agreement
Related Party Transaction [Line Items]
Obligation to pay annual fee	$ 4.4
Omnibus Agreement | Delek US
Related Party Transaction [Line Items]
Receivable from related parties		0.0		0.0		$ 0.0
Omnibus Agreement | Delek US | Operating and maintenance expenses
Related Party Transaction [Line Items]
Recovery of direct costs		0.0	0.0	0.0	0.0
Omnibus Agreement | Delek US | Other Noncurrent Liabilities
Related Party Transaction [Line Items]
Reimbursement of capital expenditures by Delek Holdings		$ 0.0	$ 0.0	$ 0.0	$ 0.0
Minimum
Related Party Transaction [Line Items]
Initial term of agreement				5 years
Maximum
Related Party Transaction [Line Items]
Initial term of agreement				10 years

XML

Related Party Transactions - Summary of Transactions (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Revenues		$ 264,628	$ 246,911	$ 516,703	$ 490,436
Affiliated Entity
Related Party Transaction [Line Items]
Revenues	[1]	156,828	132,993	296,453	257,992
Purchases		103,065	92,042	195,947	183,113
Operating and maintenance expenses		14,939	13,812	33,157	31,798
General and administrative expenses		$ 3,504	$ 4,618	$ 6,503	$ 7,879

[1] See Note 2 for a description of our material affiliate revenue and purchases transactions.

XML

Related Party Transactions - Quarterly Cash Distributions Paid (Details) - USD ($) $ in Thousands							3 Months Ended				6 Months Ended
	Aug. 14, 2024	May 15, 2024	Feb. 12, 2024	Aug. 14, 2023	May 15, 2023	Feb. 09, 2023	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Related Party Transaction [Line Items]
Distribution made to limited partner, cash distributions paid							$ 51,481	$ 50,521	$ 45,112	$ 44,664
Affiliated Entity
Related Party Transaction [Line Items]
Distribution made to limited partner, cash distributions paid		$ 36,713	$ 36,198	$ 35,512	$ 35,169	$ 34,998					$ 110,310	$ 105,679
Affiliated Entity | Subsequent Event
Related Party Transaction [Line Items]
Distribution made to limited partner, cash distributions paid	$ 37,399

XML

Revenues - Narrative (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Disaggregation of Revenue [Line Items]
Revenue, remaining performance obligation	$ 1,024,534
Minimum | Affiliated Entity
Disaggregation of Revenue [Line Items]
Initial term of agreement	5 years
Maximum | Affiliated Entity
Disaggregation of Revenue [Line Items]
Initial term of agreement	10 years

XML

Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenues		$ 264,628	$ 246,911	$ 516,703	$ 490,436
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]		Revenues	Revenues	Revenues	Revenues
Amortization of marketing contract intangible		$ 1,800	$ 1,800	$ 3,605	$ 3,605
Affiliated Entity
Disaggregation of Revenue [Line Items]
Revenues	[1]	156,828	132,993	296,453	257,992
Lease Revenue - Affiliate		81,860	73,086	163,026	144,976
Service Revenue - Third Party
Disaggregation of Revenue [Line Items]
Revenues		15,420	20,382	41,537	33,858
Service Revenue - Affiliate
Disaggregation of Revenue [Line Items]
Revenues		27,965	27,342	54,728	61,523
Product Revenue - Third Party
Disaggregation of Revenue [Line Items]
Revenues		92,380	93,536	178,713	198,586
Product Revenue - Affiliate
Disaggregation of Revenue [Line Items]
Revenues		47,003	32,565	78,699	51,493
Gathering and Processing
Disaggregation of Revenue [Line Items]
Revenues		92,643	93,237	188,526	185,669
Gathering and Processing | Affiliated Entity
Disaggregation of Revenue [Line Items]
Lease Revenue - Affiliate		47,074	43,388	95,675	87,178
Gathering and Processing | Service Revenue - Third Party
Disaggregation of Revenue [Line Items]
Revenues		13,435	17,270	36,820	30,449
Gathering and Processing | Service Revenue - Affiliate
Disaggregation of Revenue [Line Items]
Revenues		3	2,121	5	6,422
Gathering and Processing | Product Revenue - Third Party
Disaggregation of Revenue [Line Items]
Revenues		27,679	26,785	47,624	53,277
Gathering and Processing | Product Revenue - Affiliate
Disaggregation of Revenue [Line Items]
Revenues		4,452	3,673	8,402	8,343
Wholesale Marketing and Terminalling
Disaggregation of Revenue [Line Items]
Revenues		135,600	118,827	254,870	231,136
Wholesale Marketing and Terminalling | Affiliated Entity
Disaggregation of Revenue [Line Items]
Lease Revenue - Affiliate		14,096	12,298	26,016	22,520
Wholesale Marketing and Terminalling | Service Revenue - Third Party
Disaggregation of Revenue [Line Items]
Revenues		0	0	0	0
Wholesale Marketing and Terminalling | Service Revenue - Affiliate
Disaggregation of Revenue [Line Items]
Revenues		14,252	10,886	27,468	20,157
Wholesale Marketing and Terminalling | Product Revenue - Third Party
Disaggregation of Revenue [Line Items]
Revenues		64,701	66,751	131,089	145,309
Wholesale Marketing and Terminalling | Product Revenue - Affiliate
Disaggregation of Revenue [Line Items]
Revenues		42,551	28,892	70,297	43,150
Storage and Transportation
Disaggregation of Revenue [Line Items]
Revenues		36,385	34,847	73,307	73,631
Storage and Transportation | Affiliated Entity
Disaggregation of Revenue [Line Items]
Lease Revenue - Affiliate		20,690	17,400	41,335	35,278
Storage and Transportation | Service Revenue - Third Party
Disaggregation of Revenue [Line Items]
Revenues		1,985	3,112	4,717	3,409
Storage and Transportation | Service Revenue - Affiliate
Disaggregation of Revenue [Line Items]
Revenues		13,710	14,335	27,255	34,944
Storage and Transportation | Product Revenue - Third Party
Disaggregation of Revenue [Line Items]
Revenues		0	0	0	0
Storage and Transportation | Product Revenue - Affiliate
Disaggregation of Revenue [Line Items]
Revenues		$ 0	$ 0	$ 0	$ 0

[1] See Note 2 for a description of our material affiliate revenue and purchases transactions.

XML

Revenues - Remaining Performance Obligation (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	$ 1,024,534
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	$ 106,819
Revenue, remaining performance obligation, expected timing of satisfaction	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	$ 213,638
Revenue, remaining performance obligation, expected timing of satisfaction	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	$ 206,062
Revenue, remaining performance obligation, expected timing of satisfaction	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	$ 187,692
Revenue, remaining performance obligation, expected timing of satisfaction	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	$ 310,323
Revenue, remaining performance obligation, expected timing of satisfaction

XML

Net Income per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net income per unit [Line Items]
Net income attributable to partners	$ 41,058	$ 31,896	$ 73,706	$ 69,263
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted average limited partner units outstanding, basic (in units)	47,219,184	43,577,428	45,812,770	43,573,716
Dilutive effect of unvested phantom units (in units)	13,323	19,854	16,752	18,010
Weighted average limited partner units outstanding, diluted (in units)	47,232,507	43,597,282	45,829,522	43,591,726
Net income per limited partner unit:
Basic (in dollars per unit)	$ 0.87	$ 0.73	$ 1.61	$ 1.59
Diluted (in dollars per unit)	$ 0.87	$ 0.73	$ 1.61	$ 1.59
Common units excluded from computation of earnings per share (in units)	46,281	11,180	30,003	35,383
Limited Partner
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted average limited partner units outstanding, basic (in units)	47,219,184	43,577,428	45,812,770	43,573,716
Net income per limited partner unit:
Basic (in dollars per unit)	$ 0.87	$ 0.73	$ 1.61	$ 1.59
Diluted (in dollars per unit)	$ 0.87	$ 0.73	$ 1.61	$ 1.59

XML

Long-Term Obligations - Schedule of Outstanding Borrowings (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Principal amount of long-term debt	$ 1,580,200	$ 1,711,750
Total debt, net of unamortized discount and premium and deferred financing costs	1,566,346	1,703,789
Less: Current portion of long-term debt and notes payable	0	30,000
Long-term debt, net of current portion	1,566,346	1,673,789
Senior Notes
Debt Instrument [Line Items]
Less: Unamortized discount and premium and deferred financing costs	13,854	7,961
DKL Revolving Facility | Line of Credit | Revolving Credit Facility | Fifth Third Bank
Debt Instrument [Line Items]
Principal amount of long-term debt	330,200	780,500
DKL Term Facility | Line of Credit
Debt Instrument [Line Items]
Principal amount of long-term debt	0	281,250
2029 Notes | Senior Notes
Debt Instrument [Line Items]
Principal amount of long-term debt	850,000	0
2028 Notes | Senior Notes
Debt Instrument [Line Items]
Principal amount of long-term debt	400,000	400,000
2025 Notes | Senior Notes
Debt Instrument [Line Items]
Principal amount of long-term debt	$ 0	$ 250,000

XML

Long-Term Obligations - DKL Credit Facility (Details) - USD ($) $ in Thousands					3 Months Ended	6 Months Ended
	Mar. 29, 2024	Mar. 13, 2024	Nov. 06, 2023	Oct. 13, 2022	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Debt Instrument [Line Items]
Loss on extinguishment of debt						$ 3,571	$ 0
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period One
Debt Instrument [Line Items]
Variable rate				0.10%
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period Two
Debt Instrument [Line Items]
Variable rate				0.25%
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit | Minimum | Prime Rate
Debt Instrument [Line Items]
Variable rate				1.00%
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit | Minimum | Total Leverage Ratio Interest Rate
Debt Instrument [Line Items]
Variable rate				2.00%
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit | Maximum | Prime Rate
Debt Instrument [Line Items]
Variable rate				2.00%
DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit | Maximum | Total Leverage Ratio Interest Rate
Debt Instrument [Line Items]
Variable rate				3.00%
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt | Debt Instrument, Interest Rate Period One
Debt Instrument [Line Items]
Variable rate				3.50%
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt | Debt Instrument, Interest Rate Period Two
Debt Instrument [Line Items]
Variable rate				4.00%
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt | Prime Rate | Debt Instrument, Interest Rate Period One
Debt Instrument [Line Items]
Variable rate				2.50%
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt | Prime Rate | Debt Instrument, Interest Rate Period Two
Debt Instrument [Line Items]
Variable rate				3.00%
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period One
Debt Instrument [Line Items]
Variable rate				0.10%
DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Interest Rate Period Two
Debt Instrument [Line Items]
Variable rate				0.25%
DKL Term Facility | Line of Credit
Debt Instrument [Line Items]
Weighted average interest rate								9.46%
Related Party Revolving Credit Facility | Fifth Third Bank | Line of Credit | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Variable rate			3.00%
Revolving Credit Facility | Fifth Third Bank | Line of Credit
Debt Instrument [Line Items]
Weighted average interest rate					8.00%	8.00%		8.46%
Letters of credit					$ 0	$ 0		$ 0
Revolving Credit Facility | DKL Revolver, Senior Secured Revolving Commitment | Fifth Third Bank | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 1,150,000
Revolving Credit Facility | DKL Revolver, Delek Logistics Term Facility | Fifth Third Bank | Secured Debt
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 300,000
Repayments of debt		$ 281,300
Loss on extinguishment of debt						$ 2,100
Revolving Credit Facility | DKL Revolving Facility | Fifth Third Bank | Line of Credit
Debt Instrument [Line Items]
Unused capacity, commitment fee percentage					0.40%
Revolving Credit Facility | Related Party Revolving Credit Facility | Fifth Third Bank | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 70,000
Revolving Credit Facility | Related Party Revolving Credit Facility | Fifth Third Bank | Senior Tranche
Debt Instrument [Line Items]
Maximum borrowing capacity			55,000
Revolving Credit Facility | Related Party Revolving Credit Facility | Fifth Third Bank | Subordinated Tranche
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 15,000
Revolving Credit Facility | Fourth Amendment | Fifth Third Bank | Line of Credit
Debt Instrument [Line Items]
Increase in line of credit facility	100,000
US LC Sublimit | DKL Revolver | Fifth Third Bank | Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	146,900
US Swing Line Sublimit | DKL Revolver | Fifth Third Bank | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 31,900

XML

Long-Term Obligations - Senior Notes (Details) - USD ($) $ in Thousands		6 Months Ended
	Mar. 13, 2024	Jun. 30, 2024	Jun. 30, 2023	Apr. 17, 2024	Dec. 31, 2023	May 24, 2021	May 31, 2018
Debt Instrument [Line Items]
Gain (Loss) on Extinguishment of Debt		$ (3,571)	$ 0
2028 Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount						$ 400,000
Debt instrument, interest rate, stated percentage						7.125%
Effective interest rate		7.39%
2028 Notes | Senior Notes | Level 1
Debt Instrument [Line Items]
Long-term debt, fair value		$ 394,900			$ 380,400
2025 Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount							$ 250,000
Debt instrument, interest rate, stated percentage							6.75%
Repayments of debt		156,200
Gain (Loss) on Extinguishment of Debt		$ 1,500
2025 Notes | Senior Notes | Level 1
Debt Instrument [Line Items]
Long-term debt, fair value					$ 248,700
2029 Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount	$ 650,000
Debt instrument, interest rate, stated percentage	8.625%			8.625%
Debt instrument, redemption price, percentage of principal amount redeemed	35.00%
Debt issuance costs	$ 13,500
Effective interest rate		8.95%
2029 Notes | Senior Notes | Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Redemption price percentage	108.625%
2029 Notes | Senior Notes | Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Redemption price percentage	104.313%
2029 Notes | Senior Notes | Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Redemption price percentage	102.156%
2029 Notes | Senior Notes | Debt Instrument, Redemption, Period Four
Debt Instrument [Line Items]
Redemption price percentage	100.00%
2029 Notes | Senior Notes | Level 1
Debt Instrument [Line Items]
Long-term debt, fair value		$ 874,200
Additional 2029 Notes | Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount				$ 200,000
Debt instrument, premium percentage				1.0125
Redemption price percentage	101.00%
Debt Instrument, Unamortized Premium				$ 2,500

XML

Equity - Narrative (Details) $ / shares in Units, $ in Millions	Mar. 12, 2024 USD ($) $ / shares shares
Limited Partners' Capital Account [Line Items]
Public offering, offering price (in dollars per share) | $ / shares	$ 38.50
Public Stock Offering
Limited Partners' Capital Account [Line Items]
Shares issued in public offering (in shares) | shares	3,584,416
Proceeds from public offering | $	$ 132.2
Underwriting discounts | $	$ 5.5
Over-Allotment Option
Limited Partners' Capital Account [Line Items]
Shares issued in public offering (in shares) | shares	467,532

XML

Equity - Units Rollforward (Details)	6 Months Ended
	Jun. 30, 2024 shares
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance (in units)	43,611,041
Unit-based compensation awards (in units)	34,494
Units issued (in units)	3,584,416
Ending balance (in units)	47,229,951
Units withheld for taxes (in units)	12,345
Delek US Holdings, Inc.
Increase (Decrease) in Partners' Capital [Roll Forward]
Delek's limited partner interest	72.60%
Common - Public | Limited Partner
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance (in units)	9,299,763
Unit-based compensation awards (in units)	34,494
Units issued (in units)	3,584,416
Ending balance (in units)	12,918,673
Common - Delek Holdings | Limited Partner
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance (in units)	34,311,278
Unit-based compensation awards (in units)	0
Units issued (in units)	0
Ending balance (in units)	34,311,278

XML

Equity - Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023
Equity [Abstract]
Total Quarterly Distribution Per Limited Partner Unit			$ 1.035	$ 1.025
Total Cash Distribution (in thousands)	$ 51,481	$ 50,521	$ 45,112	$ 44,664

XML

Equity Method Investments - Narrative (Details) bbl / d in Thousands	6 Months Ended
	Jun. 30, 2024 bbl / d jointVenture
Red River
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	33.00%
Throughput capacity | bbl / d	235
CP LLC And Rangeland Energy
Schedule of Equity Method Investments [Line Items]
Number of joint ventures | jointVenture	2
CP LLC
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	50.00%
Andeavor Logistics
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	33.00%

XML

Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 235,911	$ 241,337
Red River
Schedule of Equity Method Investments [Line Items]
Equity method investments	139,101	141,091
CP LLC
Schedule of Equity Method Investments [Line Items]
Equity method investments	59,680	61,273
Andeavor Logistics
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 37,130	$ 38,973

XML

Segment Data - Narrative (Details)	6 Months Ended
	Jun. 30, 2024 segment
Segment Reporting [Abstract]
Number of reportable segments	4

XML

Segment Data - Schedule of Segments (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Revenues		$ 264,628	$ 246,911	$ 516,703	$ 490,436
Segment EBITDA		102,392	92,780	203,893	185,938
Depreciation and amortization		24,207	23,727	50,702	44,832
Interest expense, net		35,268	35,099	75,497	67,680
Income tax expense		57	256	383	558
Net income attributable to partners		41,058	31,896	73,706	69,263
Capital spending		10,187	19,380	25,352	55,481
Affiliated Entity
Segment Reporting Information [Line Items]
Revenues	[1]	156,828	132,993	296,453	257,992
Third Party
Segment Reporting Information [Line Items]
Revenues		107,800	113,918	220,250	232,444
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Revenues		0	0	0	0
Segment EBITDA		(7,127)	(10,129)	(15,276)	(14,108)
Depreciation and amortization		988	742	1,842	1,609
Interest expense, net		35,268	35,099	75,497	67,680
Capital spending		0	0	0	0
Corporate, Non-Segment | Affiliated Entity
Segment Reporting Information [Line Items]
Revenues		0	0	0	0
Corporate, Non-Segment | Third Party
Segment Reporting Information [Line Items]
Revenues		0	0	0	0
Marketing contract
Segment Reporting Information [Line Items]
Amortization of marketing contract intangible		1,802	1,802	3,605	3,605
Marketing contract | Corporate, Non-Segment
Segment Reporting Information [Line Items]
Amortization of marketing contract intangible		0	0	0	0
Gathering and Processing
Segment Reporting Information [Line Items]
Revenues		92,643	93,237	188,526	185,669
Gathering and Processing | Operating Segments
Segment Reporting Information [Line Items]
Revenues		92,643	93,237	188,526	185,669
Segment EBITDA		54,680	52,663	112,439	108,108
Depreciation and amortization		19,062	18,801	40,216	35,248
Interest expense, net		0	0	0	0
Capital spending		7,351	18,877	22,074	51,666
Gathering and Processing | Operating Segments | Affiliated Entity
Segment Reporting Information [Line Items]
Revenues		51,529	49,182	104,082	101,943
Gathering and Processing | Operating Segments | Third Party
Segment Reporting Information [Line Items]
Revenues		41,114	44,055	84,444	83,726
Gathering and Processing | Marketing contract | Operating Segments
Segment Reporting Information [Line Items]
Amortization of marketing contract intangible		0	0	0	0
Wholesale Marketing and Terminalling
Segment Reporting Information [Line Items]
Revenues		135,600	118,827	254,870	231,136
Wholesale Marketing and Terminalling | Operating Segments
Segment Reporting Information [Line Items]
Revenues		135,600	118,827	254,870	231,136
Segment EBITDA		30,205	27,983	55,479	49,937
Depreciation and amortization		1,635	1,880	3,347	3,569
Interest expense, net		0	0	0	0
Capital spending		105	(2,712)	21	404
Wholesale Marketing and Terminalling | Operating Segments | Affiliated Entity
Segment Reporting Information [Line Items]
Revenues		70,899	52,076	123,781	85,827
Wholesale Marketing and Terminalling | Operating Segments | Third Party
Segment Reporting Information [Line Items]
Revenues		64,701	66,751	131,089	145,309
Wholesale Marketing and Terminalling | Marketing contract | Operating Segments
Segment Reporting Information [Line Items]
Amortization of marketing contract intangible		1,802	1,802	3,605	3,605
Storage and Transportation
Segment Reporting Information [Line Items]
Revenues		36,385	34,847	73,307	73,631
Storage and Transportation | Operating Segments
Segment Reporting Information [Line Items]
Revenues		36,385	34,847	73,307	73,631
Segment EBITDA		16,752	14,978	34,879	28,400
Depreciation and amortization		2,522	2,304	5,297	4,406
Interest expense, net		0	0	0	0
Capital spending		2,731	3,215	3,257	3,411
Storage and Transportation | Operating Segments | Affiliated Entity
Segment Reporting Information [Line Items]
Revenues		34,400	31,735	68,590	70,222
Storage and Transportation | Operating Segments | Third Party
Segment Reporting Information [Line Items]
Revenues		1,985	3,112	4,717	3,409
Storage and Transportation | Marketing contract | Operating Segments
Segment Reporting Information [Line Items]
Amortization of marketing contract intangible		0	0	0	0
Investments in Pipeline Joint Ventures | Operating Segments
Segment Reporting Information [Line Items]
Revenues		0	0	0	0
Segment EBITDA		7,882	7,285	16,372	13,601
Depreciation and amortization		0	0	0	0
Interest expense, net		0	0	0	0
Capital spending		0	0	0	0
Investments in Pipeline Joint Ventures | Operating Segments | Affiliated Entity
Segment Reporting Information [Line Items]
Revenues		0	0	0	0
Investments in Pipeline Joint Ventures | Operating Segments | Third Party
Segment Reporting Information [Line Items]
Revenues		0	0	0	0
Investments in Pipeline Joint Ventures | Marketing contract | Operating Segments
Segment Reporting Information [Line Items]
Amortization of marketing contract intangible		$ 0	$ 0	$ 0	$ 0

[1] See Note 2 for a description of our material affiliate revenue and purchases transactions.

XML

Commitments and Contingencies - Narrative (Details) $ in Millions	3 Months Ended
	Jun. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Proceeds from legal settlements	$ 8.3

XML

Subsequent Events - Distribution Declaration (Details) - $ / shares		3 Months Ended			6 Months Ended
	Jul. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Subsequent Event [Line Items]
Cash distributions per limited partner unit (in dollars per unit)		$ 1.090	$ 1.070	$ 1.035	$ 2.160	$ 2.060
Subsequent Event
Subsequent Event [Line Items]
Cash distributions per limited partner unit (in dollars per unit)	$ 1.090

XML

Subsequent Events - Planned H2O Midstream Acquisition (Details) - H2O Midstream - Subsequent Event - USD ($) $ in Millions		5 Months Ended
	Aug. 02, 2024	Dec. 31, 2024
Subsequent Event [Line Items]
Business acquisition, percentage of voting interests acquired	100.00%
Business combination, consideration transferred, deposit paid	$ 23.0
Forecast
Subsequent Event [Line Items]
Business combination, consideration transferred		$ 230.0
Cash paid for the adjusted purchase price		160.0
Business combination, consideration transferred, equity interests issued and issuable		$ 70.0

XML

Subsequent Events - Wink to Webster Pipeline Investment Acquisition (Details) - Subsequent Event $ in Millions	Aug. 05, 2024 USD ($) shares
Wink to Webster Pipeline LLC
Subsequent Event [Line Items]
Indirect interest, ownership percentage	15.60%
W2W Holdings LLC
Subsequent Event [Line Items]
Payments to acquire equity method investments	$ 86.6
Payments to acquire equity method investments, payable forgiveness	$ 60.0
Payments to acquire equity method investments, equity interests issued and issuable (in shares) | shares	2,300,000
Equity method investment, ownership percentage	50.00%

XML

Subsequent Events - Material Commercial Agreements (Details) - Subsequent Event	Aug. 05, 2024 shares
Subsequent Event [Line Items]
Contract with parent, agreement, extension, term	5 years
Contract with parent, extension, in case of deconsolidation, term	6 months
Contract with parent, extensions, in case of other deconsolidation, term	4 years
Minimum
Subsequent Event [Line Items]
Contract with parent, agreement, term	5 years
Maximum
Subsequent Event [Line Items]
Contract with parent, agreement, term	7 years
Common Stock
Subsequent Event [Line Items]
Redemption of Delek Logistics common units (in shares)	2,500,000