Common use of Form of LIBOR Notice Clause in Contracts

Form of LIBOR Notice. ▇▇▇▇▇ Fargo Capital Finance, LLC, as Agent under the below referenced Credit Agreement ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Suite 1600 Atlanta, Georgia 30328 Ladies and Gentlemen: Reference hereby is made to that certain Credit Agreement, dated as of , 2010 (the “Credit Agreement”), among Delek Refining, Ltd. a Texas limited partnership (“Borrower”), Delek Refining, Inc., a Delaware corporation, the lenders signatory thereto (the “Lenders”), and ▇▇▇▇▇ Fargo Capital Finance, LLC, a Delaware limited liability company, as the administrative agent for the Lenders (“Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. This LIBOR Notice represents Borrower’s request to elect the LIBOR Option with respect to outstanding Advances in the amount of $_____ (the “LIBOR Rate Advance”), and is a written confirmation of the telephonic notice of such election given to Agent. The LIBOR Rate Advance will have an Interest Period of [1, 2, or 3] month(s) commencing on . This LIBOR Notice further confirms Borrower’s acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Credit Agreement, of the LIBOR Rate as determined pursuant to the Credit Agreement. Borrower represents and warrants that (i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document or any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the effective date of any advance, continuation or conversion requested above, is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), and (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above. Well Fargo Capital Finance, LLC, as Agent Page 2 Dated: DELEK REFINING, LTD., a Texas limited partnership, as Borrower By: Name: Title: Acknowledged by: ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as Agent By: Name: Title: As used in the Agreement, the following terms shall have the following definitions:

Form of LIBOR Notice. ▇▇▇▇▇ Fargo Capital FinanceBank, LLCNational Association, as Administrative Agent under the below referenced Credit Agreement ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, 1326th Floor MAC N8405-131261 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Suite 1600 Atlanta, Georgia 30328 Attn: Loan Portfolio Manager (Anixter) Ladies and Gentlemen: Reference hereby is made to that certain Credit Agreement, Agreement dated as of October 5, 2010 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among Delek Refining, Ltd. a Texas limited partnership (“Borrower”), Delek Refining, Anixter Inc., a Delaware corporationcorporation (“Anixter”), the Subsidiaries of Anixter party thereto as “Borrowers” (collectively, with Anixter, “Borrowers”), the lenders signatory party thereto (the as “Lenders”), ,” and ▇▇▇▇▇ Fargo Capital FinanceBank, LLCNational Association, a Delaware limited liability companynational banking association (“▇▇▇▇▇ Fargo”), as the administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. This LIBOR Notice represents Borrower’s Borrowers’ request to elect the LIBOR Option with respect to outstanding Advances Revolving Loans in the amount of $[_____ _] (the “LIBOR Rate Advance”)[, and is a written confirmation of the telephonic notice of such election given to Administrative Agent]. The LIBOR Rate Advance will have an Interest Period of [1, 2, 3, or 36] month(s) commencing on [_____]. This LIBOR Notice further confirms Borrower’s Borrowers’ acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Credit Agreement, of the LIBOR Rate as determined pursuant to the Credit Agreement. Borrower Representative, on behalf of Borrowers, represents and warrants that (i) as of the date hereof, each representation the representations and warranties of Borrowers or warranty their Subsidiaries contained in or pursuant to any this Agreement and in the other Loan Document or any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the effective date of any advance, continuation or conversion requested above, is Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent any representation or warranty expressly related that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date)), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), and (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above. Well Fargo Capital Finance, LLC, as Agent Page 2 Dated: DELEK REFINING, LTDANIXTER INC., a Texas limited partnership, Delaware corporation as Borrower Representative By: Name: Title: Acknowledged by: ▇▇▇▇▇ FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as Administrative Agent By: Name: Title: As used in the Agreement, the following terms shall have the following definitions:

Form of LIBOR Notice. ▇▇▇▇▇ Fargo Capital FinanceFoothill, LLC, as Agent under the below referenced Credit Agreement ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Suite 1600 Atlanta▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Georgia 30328 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Reference hereby is made to that certain Senior Term Loan Credit Agreement, dated as of November 18, 2010 2008 (the “Credit Agreement”), among Delek RefiningBUMBLE BEE FOODS, Ltd. LLC, a Texas Delaware limited partnership liability company (“Borrower”), Delek Refining, Inc.3231021 NOVA SCOTIA COMPANY, a Delaware corporationNova Scotia unlimited company, the lenders signatory thereto (the “Lenders”), and ▇▇▇▇▇ Fargo Capital FinanceFARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (“Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. This LIBOR Notice represents Borrower’s request to elect the LIBOR Option with respect to the outstanding Advances portion of the Term Loan in the amount of $_____ (the “LIBOR Rate Advance”)$ [, and is a written confirmation of the telephonic notice of such election given to Agent]. The LIBOR Rate Advance Loan will have an Interest Period of [1, ] [2, or ] [3] [6]1 month(s) commencing on . This LIBOR Notice further confirms Borrower’s acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Credit Agreement, of the LIBOR Rate as determined pursuant to the Credit Agreement. Borrower represents and warrants that (i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document or any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the effective date of any advance, continuation or conversion requested above, is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), and (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above. Well 1 If available to and offered by all Lenders. ▇▇▇▇▇ Fargo Capital FinanceFoothill, LLC, as Agent Page 2 Dated: DELEK REFININGBUMBLE BEE FOODS, LTD.LLC, a Texas Delaware limited partnershipliability company, as Borrower By: Name: Title: Acknowledged by: ▇▇▇▇▇ FARGO CAPITAL FINANCEFOOTHILL, LLC, a Delaware limited liability company, as Agent By: Name: Title: As used in the Agreement, the following terms shall have the following definitions: