Document

Exhibit 10.2

Execution Version

Second Amendment to
Fourth Amended and Restated Credit Agreement

This Second Amendment to Fourth Amended and Restated Credit Agreement (herein, this “Agreement”) is entered into as of November 6, 2023, by and among Delek Logistics Partners, LP, a Delaware limited partnership (the “MLP”), Delek Logistics Operating, LLC, a Delaware limited liability company (“Delek Operating”), Delek Marketing GP, LLC, a Delaware limited liability company (“Delek Marketing GP”), Delek Marketing & Supply, LP, a Delaware limited partnership (“Delek Marketing”), Delek Crude Logistics, LLC, a Texas limited liability company (“Delek Crude”), Delek Marketing-Big Sandy, LLC, a Texas limited liability company (“Delek Big Sandy”), Magnolia Pipeline Company, LLC, a Delaware limited liability company (“Magnolia”), El Dorado Pipeline Company, LLC, a Delaware limited liability company (“El Dorado”), SALA Gathering Systems, LLC, a Texas limited liability company (“SALA Gathering”), Paline Pipeline Company, LLC, a Texas limited liability company (“Paline”), DKL Transportation, LLC, a Delaware limited liability company (“DKL Transportation”), DKL Rio, LLC, a Delaware limited liability company (“DKL Rio”), DKL Caddo, LLC, a Delaware limited liability company (“DKL Caddo”), Delek Logistics Finance Corp., a Delaware corporation (“Delek Finance”), DKL Big Spring, LLC, a Delaware limited liability company (“DKL Big Spring”) (the MLP, Delek Operating, Delek Marketing GP, Delek Marketing, Delek Crude, Delek Big Sandy, Magnolia, El Dorado, SALA Gathering, Paline, DKL Transportation, DKL Rio, DKL Caddo, Delek Finance, and DKL Big Spring are each individually referred to herein as a “Borrower” and are collectively referred to herein as the “Borrowers”), the Guarantors party hereto, the Required Lenders party hereto and Fifth Third Bank, National Association, as Administrative Agent (the “Administrative Agent”).

Recitals:

A. The Borrowers, the Guarantors, the Lenders party thereto, the Administrative Agent, Bank of America, N.A., PNC Bank Capital Markets LLC, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Citizens Bank, N.A. and Royal Bank of Canada, as Co-Syndication Agents, and Barclays Bank PLC, U.S. Bank National Association, Regions Bank, and Truist Bank, as Co-Documentation Agents, are party to a Fourth Amended and Restated Credit Agreement dated as of October 13, 2022 (as such agreement may be amended, modified, restated, or supplemented from time to time, the “Credit Agreement”).

B. The Borrowers have requested, and the Required Lenders have agreed, subject to the terms and conditions set forth below, to amend certain provisions of the Credit Agreement.

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Defined Terms; Effective Date. This Agreement shall constitute a Loan Document, and the Recitals shall be construed as part of this Agreement. Each capitalized term used but not otherwise defined herein, including capitalized terms used in the introductory paragraph hereof and the Recitals, has the meaning assigned to it in the Credit Agreement. Without limiting the foregoing, “Effective Date” means November 6, 2023.

Section 2.Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, Section 6.11(m) of the Credit Agreement shall be, and hereby is, amended and restated in its entirety as follows:

(a)Indebtedness of any Borrower or any Subsidiary not otherwise permitted by this Section in an aggregate principal amount not to exceed $150,000,000 at any one time outstanding; provided, that any outstanding Indebtedness in excess of $55,000,000 under this clause (m) shall (i) be unsecured and (ii) have a maturity date not prior to the date that is 180 days after the Revolving Credit Termination Date in effect on the date of such Indebtedness incurrence;

Section 3.Conditions Precedent. This Agreement shall become effective as of the Effective Date upon satisfaction of all of the conditions set forth in this Section 3 to the satisfaction of Administrative Agent:

(a)The Administrative Agent shall have received this Agreement executed and delivered by each of the Borrowers and by the Required Lenders.

(b)No Default or Event of Default shall exist as of the Effective Date.

Section 4.Acknowledgement of Liens. Each Borrower hereby acknowledges, confirms and agrees that the Administrative Agent has a valid, enforceable and perfected lien upon and first-priority security interest in (subject only to Permitted Liens) the Collateral granted to the Administrative Agent pursuant to the Loan Documents, and nothing herein contained shall in any manner affect or impair the priority of the Liens created and provided for thereby as to the indebtedness, obligations and liabilities which would be secured thereby prior to giving effect to this Agreement.

Section 5.Representations and Warranties of Borrowers. To induce the Required Lenders to enter into this Agreement, each Borrower hereby represents and warrants to the Administrative Agent, the Lenders and the L/C Issuers that, as of the Effective Date: (a) immediately after giving effect to this Agreement, no representation or warranty of such Borrower in any Loan Document, including this Agreement, shall be untrue or incorrect (or, in the case of any representation or warranty not qualified as to materiality, untrue and incorrect in any material respect) as of the Effective Date, except to the extent that such representation or warranty expressly relates to an earlier date, in which case they are true and correct (or, in the case of any representation or warranty not qualified as to materiality, true and correct in all material respects) as of such earlier date, (b) no Default or Event of Default exists and is continuing, or would result herefrom, and (c) such Borrower has the power and authority to execute, deliver and perform this Agreement and has taken all necessary action to authorize its execution, delivery and performance of this Agreement.

Section 6.Affirmation of Guarantors. Each Guarantor hereby confirms that, after giving effect to this Agreement, each Loan Document to which such Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability). The Guarantors acknowledge and agree that (a) nothing in the Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of the Guarantors to any future waiver, consent or amendment to the Credit Agreement, and (b) the Lenders are relying on the assurances provided herein in entering into this Agreement and maintaining credit outstanding to the Borrowers.

Section 7.Miscellaneous.

(a)Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers, and their respective successors and assigns. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers with respect to the transactions contemplated hereby and there shall be no third-party beneficiaries of any of the terms and provisions of this Agreement.

(b)Entire Agreement. This Agreement, including all schedules and other documents attached hereto or incorporated by reference herein or delivered in connection herewith, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other understandings, oral or written, with respect to the subject matter hereof. Except as specifically consented to by the Required Lenders hereby, all of the terms and conditions set forth in the Credit Agreement shall stand and remain unchanged and in full force and effect.

(c)Fees and Expenses. The Borrowers agree to pay promptly following demand all reasonable costs and out-of-pocket expenses (including attorneys’ fees and expenses) incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and the other documents being executed and delivered in connection herewith and the transactions contemplated hereby.

(d)Headings. Section and sub-section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

(e)Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

(f)Conflict of Terms. Except as otherwise provided in this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any of the Loan Documents, the provision contained in this Agreement shall govern and control.

(g)Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall collectively and separately constitute one agreement. Delivery of an executed signature page to this Agreement by facsimile transmission or by e-mail transmission of a portable document format file (also known as a “PDF” file) shall be effective as delivery of a manually executed counterpart hereof.

(h)Governing Law; Waiver of Jury Trial. The provisions contained in Sections 10.14 (Governing Law; Jurisdiction; Etc.) and 10.20 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety, except with reference to this Agreement rather than the Credit Agreement.

[Signature Pages to Follow]

In Witness Whereof, the parties hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first set forth above.

“Borrowers”

DELEK LOGISTICS PARTNERS, LP

By: Delek Logistics GP, LLC,

its General Partner

By: /s/ Reuven Spiegel

Name: Reuven Spiegel

Title: Executive Vice President and Chief Financial Officer

By: /s/ Odely Sakazi

Name: Odely Sakazi

Title: Senior Vice President

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

DELEK MARKETING & SUPPLY, LP

By: Delek Marketing GP, LLC, its General Partner

DELEK LOGISTICS OPERATING, LLC

DELEK MARKETING GP, LLC

DELEK CRUDE LOGISTICS, LLC

DELEK MARKETING-BIG SANDY, LLC

PALINE PIPELINE COMPANY, LLC

MAGNOLIA PIPELINE COMPANY, LLC

SALA GATHERING SYSTEMS, LLC

EL DORADO PIPELINE COMPANY, LLC

DKL TRANSPORTATION, LLC

DKL CADDO, LLC

DKL RIO, LLC

DKL BIG SPRING, LLC

DELEK LOGISTICS FINANCE CORP.

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 Second Amendment to Fourth Amended and Restated Credit Agreement]

“Guarantors”

DKL PERMIAN GATHERING, LLC

DKL PIPELINE, LLC

DKL DELAWARE GATHERING, LLC

DKL DELAWARE HOLDING – NM, LLC

DKL DELAWARE OPERATING – NM, LLC

DKL DELAWARE MARKETING, LLC

DKL ENERGY – COTTONWOOD, LLC

DKL ENERGY – LYNCH, LLC

DKL FIELD SERVICES, LLC

DKL G&P SOLUTIONS, LLC

DKL HAT MESA II – NM, LLC

DKL NEPTUNE RECYCLING, LLC

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 Second Amendment to Fourth Amended and Restated Credit Agreement]

“Administrative Agent”

Fifth Third Bank, National Association, as Administrative Agent

By: /s/ Jonathan H. Lee
Name: Jonathan H. Lee
Title: Managing Director

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

“Lenders”

Fifth Third Bank, National Association, as a Lender

By:    /s/ Jonathan H. Lee
Name:     Jonathan H. Lee
Title:     Managing Director

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

MUFG Bank, Ltd., as a Lender

By:    /s/ Todd Vaubel
Name:     Todd Vaubel
Title:     Authorized Signatory

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

Royal Bank of Canada, as a Lender

By:    /s/ Michael Sharp
Name:     Michael Sharp
Title:     Authorized Signatory

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

CITIZENS BANK, N.A., as a Lender

By:    /s/ Scott Donaldson
Name:     Scott Donaldson
Title:     Senior Vice President

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

Wells Fargo Bank, N.A., as a Lender

By: /s/ Brandon Kast
Name: Brandon Kast
Title: Director

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

Bank of America, N.A., as a Lender

By: /s/ Patrice Futrell
Name: Patrice Futrell
Title: Vice President

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

PNC Bank, National Association, as a Lender

By:    /s/ Kyle T. Helfrich
Name:    Kyle T. Helfrich
Title:    Senior Vice President

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

Barclays Bank PLC, as a Lender

By:    /s/ Sydney G. Dennis
Name:     Sydney G. Dennis
Title:    Director

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

U.S. Bank National Association, as a Lender

By: /s/ Edward B. Hanson
Name: Edward B. Hanson
Title: Senior Vice President

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

Truist Bank, as a Lender

By:    /s/ FARHAN IQBAL
Name:    FARHAN IQBAL
Title:    Director

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

Regions Bank, as a Lender

By:    /s/ David Valentine
Name:    David Valentine
Title:     Managing Director

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

First Horizon Bank, as a Lender

By:    /s/ Jeffrey Flagg
Name:     Jeffrey Flagg
Title:    Senior Vice President

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

HSBC Bank USA, N.A., as a Lender

By:    /s/ Chase Gavin
Name:     Chase Gavin
Title:    SVP

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]

Trustmark National Bank, as a Lender

By:    /s/ Richard Marsh
Name:     Richard Marsh
Title:     Senior VP

[Signature Page to Second Amendment to Fourth Amended and Restated Credit Agreement]