EX-10.6.D






Exhibit 10.6(d)




January 30, 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 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 that certain First Amendment to Amended and
Restated Credit Agreement dated as of December 15, 2008 (the “First Amendment”), 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 1, 2009 (the “Compliance Date”). Borrowers have requested that
Agent and Lenders extend the Compliance Date. 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 13,
2009, on which date such provisions shall be deemed reinstated.



     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.



[Remainder of page intentionally left blank; signatures begin on following page.]




 









 








     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/ Edward Morgan
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	                      /s/ Gregory A. Intemann
 	 
	 	 	Name:  	Gregory A. Intemann 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DELEK PIPELINE TEXAS, INC.

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