EX-10.16.E






Exhibit 10.16(e)




FIFTH AMENDMENT




          FIFTH AMENDMENT, dated as of December 29, 2008 (this “Amendment”), to the Credit
Agreement, dated as of March 30, 2007 (as heretofore amended, supplemented or otherwise modified,
the “Credit Agreement”), among DELEK US HOLDINGS, INC., a Delaware corporation (the
“Borrower”), the several banks and other financial institutions or entities from time to
time parties thereto (the “Lenders”), LEHMAN COMMERCIAL PAPER INC., as administrative agent
(the “Administrative Agent”), LEHMAN BROTHERS INC., as arranger and joint bookrunner, and
JPMorgan Chase Bank, N.A. as documentation agent.




WITNESSETH :




          WHEREAS, pursuant to the Credit Agreement, the Lenders have made a credit facility available
to the Borrower on the terms set forth in the Credit Agreement;




          WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the
Credit Agreement; and




          WHEREAS, the Lenders have agreed to amend the Credit Agreement solely on the terms and
conditions set forth herein;




          NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:




          Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms which are defined
in the Credit Agreement are used herein as defined therein.




          Section 2. Amendment to Section 6.2. Section 6.2 of the Credit Agreement is hereby amended by
(i) replacing the term “.” at the end of clause 6.2(e) with the term “; and” and (ii) adding the
following clause immediately after clause 6.2(e):




          (f) additional Indebtedness of the Borrower, in an aggregate principal amount not to exceed
$60,000,000 at any one time outstanding.




          Section 3. Amendment to Section 6.3. Section 6.3 of the Credit Agreement is hereby amended by
(i) replacing the term “.” at the end of clause 6.3(e) with the term “; and” and (ii) adding the
following clause immediately after Clause 6.3(e):




          “(f) Liens on any equity interest of the Borrower in Lion Oil Company securing Indebtedness
permitted under Section 6.2(f).”




          Section 4. Amendment to Section 6.5. Section 6.5 of the Credit Agreement is hereby amended by
replacing the term “$20,000,000” in clause 6.5(e) with the term “$25,000,000”.




 









 








          Section 5. Conditions to Effectiveness. This Amendment shall become effective upon the date on
which the following conditions have been satisfied:




          (a) Amendment. This Amendment shall be executed and delivered by a duly authorized
officer of the Borrower and by the Administrative Agent (at the direction of the Required Lenders).




          (b) Amendment Fee. The Borrower shall have delivered (and the Borrower hereby
covenants and agrees to pay) to each Lender who has consented to this Amendment on or prior to 5:00
P.M., New York City time, on the date hereof (collectively, the “Consenting Lenders”) in
immediately available funds, for the benefit of such Consenting Lender, a non-refundable fee in an
aggregate amount equal to 0.10% of such Consenting Lender’s pro rata share of the aggregate amount
of the Term Loan held by the Consenting Lenders, in each case, as of the date hereof, which fee
shall be fully earned and payable as of the date hereof.




          Section 6. Continuing Effect. Except as expressly set forth in this Amendment, all of the
terms and provisions of the Credit Agreement and the other Loan Documents are ratified and
confirmed, and are and shall remain in full force and effect, and the Borrower shall continue to be
bound by all of such terms and provisions. The amendment provided for herein is limited as
specified herein and shall not constitute an amendment or waiver of any provision of the Credit
Agreement or the other Loan Documents not expressly referred to herein and shall not be construed
as an amendment, waiver or consent to any action on the part of the Borrower that would require an
amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated
herein. Any reference to the “Credit Agreement” in the Loan Documents or any related documents
shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.




          Section 7. Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all
its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and
delivery of this Amendment, including, without limitation, the reasonable fees and disbursements of
counsel to the Lenders.




          Section 8. Governing Law. This Amendment shall in all respects be governed by and construed in
accordance with the laws of the State of New York.




          Section 9. Counterparts. This Amendment may be signed in any number of counterparts (including
by telecopy), each of which shall constitute an original, but all of which when taken together
shall constitute one instrument.





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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by the
respective officers thereunto duly authorized as of the year and date first above written.




	 	 	 	 	 
	 	DELEK US HOLDINGS, INC.

 	 
	 	By:  	/s/ Edward Morgan
 	 
	 	 	Name:  	Edward Morgan 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	                      /s/ Gregory A. Intemann
 	 
	 	 	Name:  	Gregory A. Intemann 	 
	 	 	Title:  	Treasurer 	 



Delek US Holdings, Inc. Fifth Amendment


 









 






	 	 	 	 	 




     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by the
respective officers thereunto duly authorized as of the year and date first above written.



	 	 	 	 	 
	 	JPMorgan Chase Bank, N.A., as a Lender

 	 
	 	By:  	/s/ Steven G. Sutton
 	 
	 	 	Name:  	Steven G. Sutton 	 
	 	 	Title:  	Division Manager 	 



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by the
respective officers thereunto duly authorized as of the year and date first above written.



	 	 	 	 	 
	 	Fifth Third Bank, as a Lender

 	 
	 	By:  	/s/ John K. Perez
 	 
	 	 	Name:  	John K. Perez 	 
	 	 	Title:  	Vice President 	 
	 




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