Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT


This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of the 17th day of April, 2006, by and among Delek US Holdings, Inc., a Delaware corporation (the "COMPANY"), and Delek Group Ltd., an Israeli corporation ("DELEK GROUP").


RECITALS


WHEREAS, upon completion of an initial public offering of shares of common stock, par value $0.01 per share ("COMMON STOCK"), of the Company (the "INITIAL PUBLIC OFFERING"), the Company will cease to be an indirect wholly-owned subsidiary of Delek Group; and


WHEREAS, in connection with the Initial Public Offering, the Company desires to grant to Delek Group registration rights with respect to Delek Group's ownership (directly or through its Affiliates (as defined below)), of Common Stock, upon the terms and conditions set forth in this Agreement.


NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and intending to be legally bound, the parties agree as follows:


SECTION 1. REGISTRATION RIGHTS.


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


(a) "AFFILIATE" means, with respect to any specified Person, (i) any other Person that owns (directly or indirectly), individually or as part of a group (as determined pursuant to Rule 13d-5 under the Exchange Act) greater than fifty percent (50%) of the voting stock or other capital interest of such specified Person, (ii) any other Person of whom greater than fifty percent (50%) of the voting stock or other capital interest is owned by (directly or indirectly), individually or as part of a group (as determined pursuant to Rule 13d-5 under the Exchange Act) by such specified Person, and (iii) any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.


(b) "COMMISSION" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


(c) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time.


(d) "HOLDERS" means Delek Group (including any Affiliate of Delek Group that is the record holder of shares of Common Stock) and any permitted assignee of Delek Group's rights under this Agreement.


(e) "REGISTER," "REGISTERED" and "REGISTRATION" mean a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.


(f) "PERSON" means an individual, corporation, limited liability company, general or limited partnership, association, trust, unincorporated organization, other entity or group.


(g) "REGISTRABLE SECURITIES" means all shares of Common Stock owned by the Holders from time to time; provided, however, that Registrable Securities shall not include any shares of Common Stock (i) that have been disposed of in accordance with an effective registration statement under the Securities Act, (ii) that have been disposed of pursuant to Rule 144, (iii) that may be freely distributed by the Holders in a public offering or otherwise without the need for registration of qualification of such shares of Common Stock under the Securities Act or any similar state law then in force in light of legal requirements or market conditions and without any restriction on the volume or manner of sale or any other limitations under Rule 144, (iv) that have ceased to be outstanding, or (v) which the Holders agree in writing shall not be Registrable Securities for purposes of this Agreement.


(h) "REGISTRATION EXPENSES" means all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration and qualification fees, printing expenses, filing fees, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, expenses of any regular or special audits incident to or required by any such registration and reasonable fees and disbursements of a single special counsel for the Holders selected by the Holders of a majority of the Registrable Securities to be so offered for sale and reasonably acceptable to the Company, and the compensation of regular employees of the Company, but shall not include Selling Expenses.


(i) "RULE 144" means Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.


(j) "RULE 145" means Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.


(k) "SECURITIES ACT" means the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.


(l) "SELLING EXPENSES" means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities.


(m) "SELLING HOLDER" means a Holder proposing to sell or distribute, or selling or distributing, Registrable Securities pursuant to this Agreement.


1.2 DEMAND REGISTRATION ON FORM S-3.


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(a) If the Company is eligible for the use of Form S-3, the Holders shall collectively have, in addition to the rights set forth in Section 1.3, the right to request up to three registrations on Form S-3. Such requests shall be in writing and shall state the number of Registrable Securities to be disposed of and the intended methods of disposition of such Registrable Securities by the requesting Holder or Holders. In connection with any such request, the Company shall, subject to Section 1.2(b):


(i) promptly give written notice of the proposed registration to all other Holders; and


(ii) use its reasonable best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act and the Exchange Act) as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company is mailed or delivered.


(b) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2:


(i) if the Selling Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public, net of expected Selling Expenses, of less than Ten Million Dollars ($10,000,000); or


(ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.


(c) Subject to Section 1.2(b), the Company shall use its reasonable best efforts to effect such a registration of the Registrable Securities so requested as soon as practicable but in any event within one hundred twenty (120) days after receipt of the request or requests of the Selling Holders pursuant to Section 1.2(a); provided, however, that if (i) in the good faith judgment of the Board of Directors of the Company, such registration would be materially disadvantageous to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing or effectiveness of such registration statement at such time, and (ii) the Company furnishes to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially disadvantageous to the Company for such registration statement to be filed or become effective in the near future and that it is, therefore, essential to defer the filing or effectiveness of such registration statement, then the Company shall have the right to defer such filing or effectiveness, upon furnishing such certificate, for a period of not more than one hundred twenty (120) days; provided further, that the Company shall not defer its obligation in this manner more than once in any rolling twelve (12) month period.


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(d) Any registration statement filed pursuant to this Section 1.2 may, subject to the provisions of Sections 1.2(e), 1.8 and 1.11 hereof, include other securities of the Company with respect to which registration rights have been granted and may include securities of the Company being sold for the account of the Company.


(e) If the Selling Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a)(i). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Selling Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters of recognized national standing selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the Selling Holders). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Selling Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the Company shall include in such registration (i) first, any shares to be sold by the Company, (ii) second, the shares of Registrable Securities of the Selling Holders participating in the requested registration, allocated pro rata among such Selling Holders in proportion to the number of shares of Registrable Securities owned by them or allocated among such Selling Holders as they may agree and advise the Company in writing, and (iii) third, any shares to be sold by any other stockholder exercising piggyback registration rights with respect to such shares. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. To the extent that Registrable Securities requested to be registered pursuant to this Section 1.2 are excluded from such registration, then the Holders shall have the right to one additional request for registration pursuant to Section 1.2(a), provided that the failure of such Registrable Securities to be registered is through no fault of such Holders; provided, however, that if, prior to a request for registration pursuant to Section 1.2(a), an assignment pursuant to Section 1.10(b) of one or more of the three demand registration rights granted pursuant to Section 1.2(a) has occurred (a "DEMAND ASSIGNMENT"), the Holder that initiated the request to register Registrable Securities that was excluded or withdrawn from the underwriting, and not the other Holders, shall have the right to one additional request for registration.


(f) The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 1.2 during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration statement initiated by the Company (other than a registration statement relating solely to employee benefit plans on Form S-3 or Form S-8 or similar forms that may be promulgated in the future, or a registration statement relating solely to a transaction pursuant to Rule 145 on Form S-4 or similar forms that may be promulgated in the future); provided, however, that the Company is actively employing in good faith its reasonable best efforts to cause such registration statement to become effective.


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1.3 COMPANY REGISTRATION.


(a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders exercising their respective demand registration rights (other than pursuant to Section 1.2 hereof), other than a registration relating solely to employee benefit plans, a registration relating to a corporate reorganization or other transaction under Rule 145, or a registration on any registration form that does not permit secondary sales, the Company will:


(i) promptly give to each Holder written notice thereof; and


(ii) use its reasonable best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 1.3(b) below, and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder and received by the Company within fourteen (14) days after the written notice from the Company described in clause (i) above is deemed to be given to the Holders in accordance with Section 2.5. Such written request may specify all or a part of a Holder's Registrable Securities.


(b) In connection with any offering, other than the Initial Public Offering, involving an underwriting of shares of the Company's capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters and, if requested, enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities requested by Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering, the securities so included to be apportioned (i) first pro rata among the Selling Holders according to the total amount of securities requested to be included therein owned by each Selling Holder or allocated among such Selling Holders as they may agree and advise the Company in writing, and (ii) second, any remaining securities to any other selling stockholders exercising registration rights with respect to such securities.


If any Person does not agree to the terms of any such underwriting or otherwise fails to comply with the provisions of this Agreement, such Person shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.


(c) No Holder shall be entitled to exercise the registration rights set forth in this S ...