THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Delek US Holdings, Inc. (DK)

5/4/2006 424B4 Information

General

Immediately prior to this offering, Delek Group Ltd. owned all our outstanding shares of common stock through Delek Hungary Holding Limited Liability Company, an indirect wholly-owned subsidiary. After this offering, Delek Group Ltd., through Delek Hungary Holding Limited Liability Company, will own 79.8% of the outstanding shares of our common stock. If the underwriters’ option to purchase additional shares is exercised in full, immediately following this offering, Delek Group Ltd., through Delek Hungary Holding Limited Liability Company, will own 77.4% of our common shares. For as long as Delek Group Ltd., through Delek Hungary Holding Limited Liability Company, continues to own shares of common stock representing more than 50% of the total voting power of our common stock, Delek Group Ltd. will continue to have the power acting alone to approve any action requiring a vote of the majority of our voting shares and to elect all of our directors.

Equity Investment in EL-AD DELEK LLC

Between June 20, 2002 and December 31, 2003, we were the nominee of our affiliates Delek – The Israel Fuel Corporation Ltd. and Delek Motors Ltd., each a subsidiary of Delek Group Ltd., with regard to a two-thirds membership interest in another affiliate, El-Ad Delek LLC, a Delaware limited liability company. The two-thirds membership interest in El-Ad Delek LLC was beneficially owned in equal amounts by those affiliates and held of record by us. El-Ad Delek LLC is principally engaged in the ownership and charter operations of a corporate aircraft based in New Jersey. During this period we did not invest any amounts in this entity, did not exercise control over this entity and were not entitled to any of the economic benefits or risks of loss of ownership. On December 31, 2003, we agreed to terminate this nominee arrangement so that Delek – The Israel Fuel Corporation Ltd. and Delek Motors Ltd. would become record, as well as beneficial, owners of their respective one third beneficially-owned interests in El-Ad Delek LLC held by us as nominee.

We purchased the one-third interest owned by Delek – The Israel Fuel Corporation Ltd., pursuant to a purchase agreement stated to be effective as of December 31, 2003. As consideration for the sale of the interest, we executed and delivered to Delek – The Israel Fuel Corporation Ltd. a variable rate promissory note in the amount of approximately $6.7 million for which the entire principal balance and interest was due in full on January 1, 2009. The note bore interest based on LIBOR plus 1.50% per year. In May 2004, we agreed with Delek – The Israel Fuel Corporation Ltd., effective as of December 31, 2003, to terminate the purchase agreement, to cancel the variable rate promissory note, and to rescind the sale of the one-third interest of Delek – The Israel Fuel Corporation Ltd. in El-Ad Delek LLC.

Notes Payable to Related Parties

In addition to the variable rate promissory note issued in connection with the purchase of our membership interest in El-Ad Delek LLC, we have issued the following promissory notes payable to Delek — The Israel Fuel Corporation Ltd. and Delek Group Ltd., two of our affiliates.

On February 26, 2003, to partially finance our purchase of seven Tennessee convenience stores from Pilot Travel Centers, LLC, we signed a promissory note payable to Delek – The Israel Fuel Corporation Ltd. in the amount of $3.5 million. The promissory note bore interest at a rate of 4.0% per year. On August 17, 2004, we modified the maturity date of this note payable from August 26, 2004 to December 31, 2005. On May 24, 2005, we repaid all interest and principal due under the note.

On April 28, 2004, to partially finance our purchase of Williamson Oil Co., Inc., we signed a promissory note payable to Delek – The Israel Fuel Corporation Ltd. in the principal amount of $25.0 million. The note bears interest at a rate of 6.30% per year with interest and principal payments due upon maturity on April 27, 2008. We intend to use a portion of the net proceeds from this offering to repay all interest and principal due under the note.

On April 27, 2005, to partially finance our purchase of our refinery, we signed a note payable to Delek Group Ltd., in the amount of $35.0 million. The note bears interest at a rate of 7.0% per year, which is due and payable in semi-annual installments, commencing July 1, 2007. The entire principal amount plus accrued and unpaid interest is due upon maturity on April 27, 2010. On November 23, 2005, we repaid $17.5 million of the principal and all accrued interest through that date under the note. We intend to use a portion of the net proceeds from this offering to repay all remaining principal and interest due under the note.

Guarantees by Affiliates

In connection with a Credit Agreement with Bank of Leumi and Bank Hapoalim BM that we entered into on July 31, 2002, and which was amended and restated on April 28, 2004, Delek – The Israel Fuel Corporation Ltd. entered into a limited guaranty in favor of Bank of Leumi and Bank Hapoalim BM, the general terms of which required Delek – The Israel Fuel Corporation Ltd. to guaranty payment of a significant portion of our obligation, if we were unable to perform our payment obligations under the Credit Agreement. The guaranty was to expire on the earlier of July 1, 2011 or the complete payment and satisfaction of all amounts outstanding under the Credit Agreement. In May 2004, we agreed to pay Delek — The Israel Fuel Corporation Ltd. a fee for the guaranty in the amount of $150,000 per quarter and that the payment of this fee would be effective retroactive to July 1, 2003. During June 2004, Delek – The Israel Fuel Corporation Ltd. agreed to terminate the fee agreement effective April 1, 2004, and subsequently, in September 2004, agreed to forgive the guarantee fees earned for the period July 1, 2003 through March 31, 2004.

In connection with our April 29, 2005, SunTrust ABL revolver, Delek Group Ltd. executed a $5 million guaranty in favor of the lenders. In return, we agreed to pay Delek Group Ltd. guarantee fees equal to 1.5% per year of the guaranteed amount. The lenders terminated the guaranty on October 1, 2005. We are required to pay Delek Group Ltd. prorated fees of $31,849 on or prior to March 31, 2006 in satisfaction of our obligations to it under the guaranty.

In connection with our April 26, 2005, $30.0 million promissory note issued to the Israel Discount Bank of New York, an affiliate of IDB Capital Corp., one of the underwriters of this offering, and our April 27, 2005, $20.0 million promissory note issued to Bank Leumi USA, Delek Group Ltd. guaranteed our obligations to these lenders. In consideration of the guaranties, we agreed to pay Delek Group Ltd. quarterly fees equal to 1.5% per year of the principal amounts of indebtedness outstanding as of the last business day of each calendar quarter. We are required to pay the full amount of guarantee fees payable for the year ended December 31, 2005 (approximately $482,466) on or prior to March 31, 2006. The guarantee fees are payable quarterly commencing in the second quarter of 2006.

In June 2005, in connection with our refinery operations, Delek Group Ltd. guaranteed our obligations to a crude oil supplier up to $10.0 million. In return, we agreed to pay Delek Group Ltd. guarantee fees of $12,500 per month for every calendar month during the quarter in which we incur debt that is subject to the guaranty. We are required to pay the full amount of guarantee fees payable for the year ended December 31, 2005 (approximately $62,466) on or prior to March 31, 2006. The guarantee fees are payable quarterly commencing in the second quarter of 2006.

In August 2005, in connection with forward contracts we entered into with Citibank, N.A., an affiliate of Citigroup Global Markets Inc., one of the underwriters of this offering, Delek Group Ltd. guaranteed our obligations up to $25.0 million to Citibank N.A. In consideration of that guaranty, we agreed to pay Delek Group Ltd. quarterly fees based on 1.5% per year of the average quarterly exposure to Delek Group Ltd. as a result of our forward contract activities. This guarantee was terminated effective as of January 1, 2006. We are required to pay the full amount of guarantee fees payable for the year ended December 31, 2005 (approximately $14,324) on or prior to March 31, 2006.

Since our inception, Delek – The Israel Corporation Ltd. has guaranteed certain of our fuel purchasing activities at no charge to us. At December 31, 2005, our obligations supported by these guarantees approximated $4.0 million. In 2003 and 2004, Delek – The Israel Fuel Corporation Ltd. issued letters of credit totaling approximately $9.8 million for our benefit to support certain of our fuel purchases at no charge to us. As of December 31, 2005, these letters of credit remained outstanding.

Loans to President and Chief Executive Officer

On August 20, 2004, we provided Mr. Yemin, our president and chief executive officer, with an interest-free loan in the amount of $100,000 in connection with his employment agreement, which is due in full upon the termination of Mr. Yemin’s employment. On November 14, 2005, in connection with an amendment of Mr. Yemin’s employment agreement, we provided Mr. Yemin with an additional interest free loan in the amount of $100,000, which is due in full upon the termination of Mr. Yemin’s employment. As of December 31, 2005, the full amount of both these loans were outstanding. See “Management — Employment Agreement with President and Chief Executive Officer”. These loans were repaid in full on February 7, 2006.

Consulting Agreement with Company Affiliated with Director

As of April 11, 2006, we entered into an amended and restated consulting agreement with Greenfeld-Energy Consulting, Ltd., a company owned and controlled by one of our directors, Zvi Greenfeld. Under the consulting agreement, Mr. Greenfeld, who has extensive experience in the energy industry, assists management in determining the capital budget of the Tyler refinery and in evaluating our progress in completing capital projects. He also works with management to determine the most cost effective types and grades of crude oil to be purchased for our refinery, both for short and long-term production. Finally, Mr. Greenfeld works with our management to evaluate the results of an ongoing feasibility analysis being conducted by our third-party consultant regarding proposals to increase our refinery’s production and profitability. Pursuant to the original consulting agreement, we compensated Greenfeld-Energy Consulting, Ltd. $7,150 per month from May through August 2005 and $7,670 commencing September 2005, plus reasonable expenses, for consulting services relating to the refining industry performed personally by Mr. Greenfeld. In 2005, we paid $51,610 to Greenfeld-Energy Consulting, Ltd. under the original consulting agreement. In April 2006, we paid Greenfeld-Energy Consulting Ltd. a bonus of $70,000 for services rendered in 2005. Pursuant to the amended and restated consulting agreement, on the date of the underwriting agreement for this offering, we will grant Mr. Greenfeld options to purchase 130,000 shares of our common stock at the initial public offering price pursuant to our 2006 long-term incentive plan. These options vest ratably over five years. The amended and restated agreement continues in effect until terminated by either party upon six months advance notice to the other party.

Management and Consulting Agreement with Delek Group Ltd.

As of January 1, 2006, we entered into a management and consulting agreement with Delek Group Ltd., pursuant to which key management personnel of Delek Group Ltd. provide management and consulting services to us, including matters relating to long-term planning, operational issues and financing strategies. The agreement has an initial term of one year and will continue thereafter until either party terminates the agreement upon 30 days’ advance notice. As compensation, the agreement provides for payment to Delek Group Ltd. of $125,000 per calendar quarter payable within 90 days of the end of each quarter and reimbursement for reasonable out-of-pocket costs and expenses incurred on our behalf.

Registration Rights Agreement with Delek Group Ltd.

As of April 17, 2006, we entered into a registration rights agreement with Delek Group Ltd. pursuant to which we have provided Delek Group Ltd. with registration rights, including demand registration rights when we are eligible to use Form S-3 and “piggyback” registration rights, with respect to our common stock owned by Delek Group Ltd. or entities it controls after this offering. Our obligations are subject to limitations relating to minimum amounts of common stock required for registration, the timing of registration, the number of registrations and other similar matters. We are obligated to pay all expenses incidental to such registrations, excluding underwriters’ discounts and commissions and specified legal fees and expenses.