EX-10.6.D: LETTER AGREEMENT (SECOND AMENDMENT) TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.6(d)

January 30, 2009

Via Fax (615)  ###-###-#### 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.

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     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.

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