EX-10.6.E






Exhibit 10.6(e)




February 13, 2009




Via Fax (615) 224-1185 and Overnight Mail




Delek Refining, Ltd.

Delek Pipeline Texas, Inc.

7102 Commerce Way

Brentwood, Tennessee 37027

Attention: Mr. Ed Morgan, CFO





	 	Re: 	 	 Second Amended and Restated Credit Agreement dated October 13, 2006, as amended
December 15, 2008 and January 30, 2009 (as at any time amended, restated, supplemented
or otherwise modified, the “Credit Agreement”), among DELEK REFINING, LTD., a
Texas limited partnership (“Delek Refining”); DELEK PIPELINE TEXAS, INC., a
Texas corporation (“Delek Pipeline”; together with Delek Refining,
collectively, “Borrowers”, and each individually, a “Borrower”), the
various financial institutions from time to time party thereto as “Lenders”
(collectively, “Lenders”), SUNTRUST BANK, in its capacity as collateral and
administrative agent for Lenders (together with its successors in such capacity,
“Agent”) and in such other capacities as set forth therein, and the other
parties named therein.





Ladies and Gentlemen:




     Reference is made to the Credit Agreement. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Credit Agreement.



     Agent, Lenders and Borrowers have entered into a letter agreement dated January 30, 2009,
pursuant to which Borrowers, Agent and Lenders, among other things, agreed to certain amendments to
the Credit Agreement, including, without limitation, delaying the effectiveness of Section 5.16(a)
of the Credit Agreement until February 13, 2009 (the “Compliance Date”). The Borrowers have
requested that the Administrative Agent extend the Compliance Date to February 18, 2009 to clarify
the structure of the proposed sale of certain pipeline and storage assets of certain Subsidiaries
of the Borrowers. Agent and Lenders are willing to do so, on the terms and subject to the
conditions contained herein.



     Agent and Lenders hereby acknowledge and agree that the provisions of Section 5.16(a) of the
Credit Agreement shall not apply for any purpose under the Credit Agreement until February 18,
2009, on which date such provisions shall be deemed reinstated.



     Effective as of the date of this letter agreement, Schedule I to the Credit Agreement shall be
deemed amended, restated and replaced by the Schedule I attached. Such Schedule I is by this
reference incorporated into and shall form a part of the Credit Agreement.



     By their signatures set forth below, each Borrower (a) acknowledges and agrees that, except as
set forth in this letter agreement, Section 5.16(a) of the Credit Agreement shall remain in full
force and effect, (b) certifies to Agent and Lenders that as of the date hereof, no Default or
Event of Default exists; (c) ratifies and reaffirms the Obligations, each of the Loan Documents
and all of such Borrower’s covenants, duties, indebtedness, liabilities and obligations under the
Loan Documents and, without limiting the generality of the foregoing, ratifies and reaffirms the
Security Documents and all of such Borrower’s covenants, duties, indebtedness, liabilities and
obligations thereunder; (d) jointly and severally agree to reimburse Agent for all costs and
expenses (including legal fees) incurred by Agent in connection with the preparation of this letter
agreement; (e) acknowledges and stipulates that this letter agreement has been duly executed and
delivered by such Borrower; (f) agrees that this letter agreement shall be governed by and
construed in accordance with the internal laws of the State of Georgia (without giving effect to
any conflict of laws principles thereof); (g) agrees that this letter agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective legal representatives,
successors and assigns; (h) agrees that, except as set forth in this letter agreement, nothing
shall be deemed to amend or modify any provision of the Credit Agreement or any of the other Loan
Documents, each of which shall remain in full force and effect; (i) agrees that this letter
agreement is not intended to be, nor shall it be construed to create, a novation or accord and
satisfaction,



 









 







and the Credit Agreement shall continue in full force and effect; and (j) agrees to take such
further actions as Agent shall reasonably request from time to time in connection herewith or any
of the transactions contemplated hereby. To the fullest extent permitted by Applicable Law, the
parties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim or
proceeding arising out of or related to this letter agreement.



     This letter agreement shall be effective upon Agent’s receipt from each Borrower of a
counterpart hereof duly executed on behalf of such Borrower. The parties acknowledge that this
letter agreement may be executed in any number of counterparts and by different parties on separate
counterparts, each of which, when so executed, shall be deemed to be an original, but all such
counterparts shall constitute one and the same agreement. Any manually executed signature
delivered by facsimile or other electronic transmission shall be deemed to be an original signature
hereto.



     The parties hereto have caused this letter agreement to be duly executed and delivered by
their respective duly authorized officers on the date first written above.



	 	 	 	 	 
	 	Sincerely,



AGENT:



SUNTRUST BANK, as Administrative

Agent, as Issuing Bank, as Swingline Lender

and as a Lender

 	 
	 	By:  	/s/ Brian O’Fallon
 	 
	 	 	Brian O’Fallon, Director 	 
	 	 	 	 
	 



[Signatures continue on following page]




 









 








	 	 	 	 	 
	 	Accepted by:



BORROWERS:



DELEK REFINING, LTD.



By: DELEK US REFINING GP, LLC

        Title:   General Partner

 	 
	 	By:  	/s/ Gregory A. Intemann
 	 
	 	 	Name:  	Gregory A. Intemann 	 
	 	 	Title:  	Treasurer 	 
	 
	 	 	 
	 	By:  	                      /s/ Joane Walker
 	 
	 	 	Name:  	Joane Walker 	 
	 	 	Title:  	VP-CAO 	 
	 
	 	DELEK PIPELINE TEXAS, INC.

 	 
	 	By:  	/s/ Gregory A. Intemann
 	 
	 	 	Name:  	Gregory A. Intemann 	 
	 	 	Title:  	Treasurer 	 
	 
	 	 	 
	 	By:  	                      /s/ Joane Walker
 	 
	 	 	Name:  	Joane Walker 	 
	 	 	Title:  	VP-CAO 	 



 









 






	 	 	 	 	 



Schedule I



APPLICABLE MARGIN AND APPLICABLE PERCENTAGE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable Margin	 	 	Applicable Margin	 	 	Applicable	 	 	Applicable Letter	 
	Pricing	 	Average	 	 	for Eurodollar	 	 	for Base	 	 	Commitment Fee	 	 	of Credit Fee	 
	Level	 	Availability	 	 	Loans	 	 	Rate Loans	 	 	Percentage	 	 	Percentage	 
	I
	 	Greater than $25MM	 	 	3.00% p.a.	 	 	 	1.50% p.a.	 	 	 	.50% p.a.	 	 	 	3.00% p.a.	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II
	 	Less than or equal to $25MM but greater than $15MM	 	 	3.25% p.a.	 	 	 	1.75% p.a.	 	 	 	.50% p.a.	 	 	 	3.25% p.a.	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III
	 	Less than or equal to $15MM but greater than $5MM	 	 	3.50% p.a.	 	 	 	2.00% p.a.	 	 	 	.50% p.a.	 	 	 	3.50% p.a.	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV
	 	Less than or equal to $5MM	 	 	3.75% p.a.	 	 	 	2.25% p.a.	 	 	 	.50% p.a.	 	 	 	3.75% p.a.	 






For purposes of this Schedule I, (a) Average Availability will be computed for each
calendar quarter, commencing with the quarter ending March 31, 2009, on the last day of each
quarter and (b) any failure to deliver all Borrowing Base Certificates pursuant to Section
5.9 for any applicable quarter shall result in the application of Pricing Level IV above until
such certificates are duly delivered to the Collateral Agent. Changes in the Applicable Margin or
Applicable Percentages resulting from a change in the Average Availability level shall become
effective the second Business Day after the Collateral Agent makes a determination of a change
therein (such determination to be notified to Borrowers and the Administrative Agent in writing on
such Business Day).