Exhibit
10.96
 
 th
 
 Re:
    
    Line Letter for $60,000,000.00 Line of Credit
  Alon
USA Energy Inc.
 Credit Facility:
    
    IDB establishes for the benefit of the Borrower the Credit Facility
pursuant to which IDB may, and pursuant to the Borrowers requests, make advances under a
revolving credit line (Revolving Credit Line as further described below in subparagraph (a))
or issue letters of credit (each, an L/C and collectively, the L/Cs, as further described
below in subparagraph (b) ) in the aggregate amount of the lesser of (i) $60,000,000.00 or
(ii) 200% of the Collateral (as defined herein) (Maximum Credit Amount).
 (a)
    
    Revolving Credit Line.Advances under the
Revolving Credit Line shall be evidenced by IDBs Promissory Note (the
Note) in the principal amount of $30,000,000.00.(b)
    
    Standby letters of credit(each, an L/C and
collectively, the L/Cs) in the aggregate amount of $60,000,000.00.
Each L/C shall be denominated in U.S. Dollars. The maximum tenor for
each L/C shall be one year. Each L/C issued under the Line shall be
governed by the terms and conditions set forth in IDBs Continuing
Letter of Credit Agreement or similar document then in effect. The fees
payable in respect of each L/C are set forth in IDBs Schedule of
Letters of Credit Fees & Collection, as supplemented by Schedule
1. In the event that there are any L/Cs outstanding past the
Expiration Date and IDB or the Borrower shall have decided not to renew
the Line, all such outstanding L/Cs must be promptly cash secured by
the Borrower for the full amount of such L/Cs or IDB indemnified
 ISRAEL DISCOUNT BANK OF NEW YORK  MEMBER FDIC511 FIFTH AVE. NEW YORK, NY 10017-4997  TEL: (212) 551-8500




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by a new lender pursuant to an indemnification agreement reasonably
satisfactory in all respects to IDB.
 Purpose:
    
    The purpose of the Credit Facility shall be for working capital purposes.
 Expiration Date:
    
    Borrower may utilize this Line until January 31, 2013 (the Expiration
Date).
 Interest and Principal
    
    Interest.
 Payments:
    (a)
    Rate. Each advance under the Revolving
Credit Line shall bear interest at a rate to be
elected by the Borrower at the time of each advance
request equal to either:
 (i)
    
    Prime Rate Option: A rate of interest established by IDB
as its prime rate of interest, as determined by IDB (the Prime
Rate), plus a margin of 100 basis points. Any change in the
Prime Rate shall take effect on the date of the change in the
Prime Rate; or(ii)
    
    LIBOR Rate Option: A rate of interest equal to the London
interbank offered rate of interest, as determined by IDB two
business days before the beginning of each interest period, or
as otherwise determined from time to time by IDB from IDBs
internal rate sheet (LIBOR Rate), as such term is defined in
the Note, plus a margin of 300 basis points for interest
periods of two or three months.
 (b)
    
    Interest Payments. Interest on the unpaid principal
balance of the Note from time to time outstanding shall be payable
monthly pursuant to the terms of the Note.(c)
    
    Interest Rate Floor. There shall be an interest rate floor
of 4.00% for all borrowings under the Credit Facility.Principal.Prior to the Expiration Date and further provided that no Event of
Default has occurred, the unpaid principal amount due under the Line may be
repaid and reborrowed in accordance with and pursuant to the terms of the
Note.All amounts of interest, principal and other fees and other charges
shall be payable no later than the Expiration Date, or upon the occurrence
and continuation of an Event of Default.
 Fees and Charges:
    
    Fees and charges applicable to L/Cs are set forth in the
IDBs current Schedule of Letters of Credit Fees &
Collections, as supplemented by Schedule 1, and other fees
and charges applicable to the Credit Facility are
 ISRAEL DISCOUNT BANK OF NEW YORK  MEMBER FDIC511 FIFTH AVE. NEW YORK, NY 10017-4997  TEL: (212) 551-8500
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set forth
on Schedule 2. Additionally, other fees may be applicable
to deposit accounts and other financial products and
services offered by IDB, which are set forth in separate
account agreements and schedules applicable to such accounts
and products, and are subject to change. IDB shall have the
unconditional right and discretion to charge Borrowers
operating and/or deposit account(s) for the payment of any
of IDBs fees set forth in this Line Letter, including, but
not limited to, IDBs documentation fees.
 Collateral:
    
    The Credit Facility shall be secured by a security interest
in a deposit account and/or a time deposit(s) maintained at
IDB and evidenced by IDBs Assignment of Time Deposit
Agreement and such other and further documentation as IDB
determines necessary in its discretion.
 Covenants and Conditions:
    
    The Credit Facility is subject to the following financial covenants and conditions:
 1.
    
    Interest Coverage Ratio. The Borrowers Interest Coverage
Ratio shall be no less than 1.25 to 1.0 commencing December 31, 2010,
to be tested within 45 days after the end of each fiscal quarter and
within 90 days after fiscal year end. The term Interest Coverage
Ratio shall mean and include, with respect to the fiscal period of
the Borrower, the ratio of (a) EBITDA for such period to (b)
interest expenses for such period. (EBITDA shall mean earnings
before interest, taxes, depreciation and amortization plus cash
proceeds not otherwise included in net income less cash expenses not
included in net income.2.
    
    Funded Debt/EBITDA. The Borrowers Funded Debt/EBITDA Ratio
shall not exceed 4.5 to 1 commencing December 31, 2010, to be tested
within 45 days after the end of each fiscal quarter and within 90 days
after fiscal year end. The term Funded Debt/EBITDA Ratio used herein
shall mean Total Indebtedness divided by EBITDA. The term Total
Indebtedness shall mean all funded indebtedness of Borrower evidenced
by a written instrument (including, but not limited to notes, and
bankers acceptances).3.
    
    Current Ratio. Maintain a minimum Current Ratio of 1.0 to 1
commencing December 31, 2010, to be tested within 45 days after the end
of each fiscal quarter and within 90 days after such fiscal year end.
The Current Ratio is defined as all Current Assets divided by
all Current Liabilities. Current Assets and Current
Liabilities are to be determined in accordance with generally accepted
accounting principles.4.
    
    No Losses. The Borrower agrees that if Borrower incurs a
net loss on a combined basis in any fiscal quarter determined for
Borrower and its subsidiaries on a consolidated basis commencing with
the third fiscal quarter of 2010 and thereafter, the Maximum Credit
 ISRAEL DISCOUNT BANK OF NEW YORK  MEMBER FDIC511 FIFTH AVE. NEW YORK, NY 10017-4997  TEL: (212) 551-8500
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Amount available to Borrower shall be the lesser of (i) $30,000.000.00
or (ii) the value of the Collateral of the time in question.5.
    
    Covenant Compliance. If Borrower shall not be in compliance
with financial covenants listed above for any fiscal quarter, then the
interest rate and the standby L/C Fee shall each increase by 0.5% per
annum, until compliance is achieved in subsequent quarters. If
Borrower shall not be in compliance with same financial covenants for
two consecutive quarters, such noncompliance shall constitute an Event
of Default. Upon such or other continuing Event of Default and/or any
violation of a negative covenant (listed below), then the Maximum
Credit Amount shall be the lesser of (i) $30,000,000.00 or (ii) the
value of the Collateral.6.
    
    Compliance; Existence. The Borrower shall materially comply
with laws and contractual obligations, payment of obligations and
preserve its existence.7.
    
    No Change of Name. The Borrower shall not change its name
without the prior written consent of IDB.
 Conditions Precedent:
    
    Prior to the Borrowers initial and each subsequent request for
an advance or financial accommodation under the Credit
Facility, it shall have provided to IDB the following:
 1.
    
    A copy of the resolutions passed by the Borrowers Board of
Directors certified by its Secretary as being in full force and effect
authorizing the borrowing described herein, incumbency certificate for
Borrower identifying all authorized officers with specimen signatures
and the execution of all documents and agreements required by IDB to
evidence and secure the Credit Facilities, which shall include this
Line Letter, Note, General Security Agreements and such other
documents, all in form and substance acceptable to IDB and its counsel
in their sole discretion;2.
    
    Copies of the certificates of incorporation of the Borrower;3.
    
    Payment of all fees, expenses and charges invoiced by IDB;4.
    
    The absence of any action, suit, investigation or proceeding
pending or threatened in any court of before any arbitrator or
governmental authority that purports (a) to materially
and adversely impact the Borrower or its subsidiaries, or (b) to affect
any transaction contemplated hereby or the ability of the Borrower or
its subsidiaries to perform their respective obligations under the
Credit Facility.
 Financial Information:
    
    The Borrower agrees that, so long as any obligations under the Credit Facility
remain outstanding, the Borrower shall furnish to IDB:
 1.
    
    Within 90 days after the end of each of its fiscal years, the
financial statements of the Borrower dated as of the end of the
reported fiscal
 ISRAEL DISCOUNT BANK OF NEW YORK  MEMBER FDIC511 FIFTH AVE. NEW YORK, NY 10017-4997  TEL: (212) 551-8500
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year, which shall be audited by a certified
public accountant acceptable to IDB and be without material exception
or qualification, along with consolidating schedules of the Borrower;2.
    
    Within 45 days of the fiscal quarter ending 3/31, 6/30 and 9/30 the
financial statements of the Borrower dated as of the end of the
reported fiscal quarter. These statements shall be reviewed by
a certified public accountant acceptable to IDB;4.
    
    Delivery of quarterly compliance certificates with financial
covenant calculations and officers statements as to no event of
default within 45 days from the end of each fiscal quarter ending 3/31,
6/30 and 9/30 and within 90 days of the fiscal quarter ending 12/31;5.
    
    Monthly cash flow, balance sheet and income statement forecasts for
the 12-month fiscal period ending 12/31 shall be submitted no later
than 90 days after fiscal year end;6.
    
    Notice of default, litigation, proceedings or investigations, and
material changes in accounting or financing reporting practices.
 Examinations:
    
    The Borrower shall allow representatives of IDB to examine
any of its books, records and collateral, at any reasonable
time and shall be for the account of the Borrower.
 Documentation:
    
    The utilization of the Credit Facility will be subject to
the execution and delivery to IDB of such agreements,
documents, instruments, and certificates as may be
requested by IDB and its counsel to evidence the Credit
Facility, guarantees, security interests and other matters
relating to the Credit Facility in form and substance
satisfactory to IDB and its counsel, in their sole
discretion. Reasonable legal fees and costs shall be for
the account of the Borrower.
 Negative Covenants:
    
    The Borrower is prohibited from: (i) incurring additional
debt; (ii) granting liens; (iii), entering into agreements
for joint ventures, mergers or sales of all or
substantially all of Borrowers assets; (iv) guaranteeing
the indebtedness of other persons or entities other than
its subsidiaries; (v)
unless no Event of Default shall occur or arise therefrom, issuing dividends
or capital expenditures, it being understood that Borrower shall provide to
IDB a pro-forma certificate prior to any major distribution; (vi) making
loans and advances to officers and related entities; or (vii) making
material changes in the nature of its business.
 USA Patriot Act:
    
    To comply with applicable law, the Borrower and
beneficial owners of the Borrower shall provide IDB with
verifiable information including: name, address, and
corporate tax identification number, date of birth and
social security number (if an individual) and other
information. This information may be shared with
government agencies and regulators as required by
applicable law. The Borrower further confirms and
represents that it is in
 ISRAEL DISCOUNT BANK OF NEW YORK  MEMBER FDIC511 FIFTH AVE. NEW YORK, NY 10017-4997  TEL: (212) 551-8500
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compliance with all applicable
terms and conditions under the USA PATRIOT Act.
 General Information:
    
    The Borrower shall supply IDB with other such
information, reports, and statements as it may reasonably
request, and agrees to cooperate with IDB in order to
comply with the terms and conditions of this Line Letter.
 Events of Default:
    
    The following shall constitute events of default (Events
of Default) under the Line, entitling IDB to pursue all
rights and remedies available under the loan documents
and applicable law:
 1.
    
    Nonpayment of principal or interest due under the Credit Facility
not cured within 3 business days from the due date;2.
    
    Nonpayment of fees or other amounts due under the Credit Facility
and such nonpayment is not cured within 5 business days from the due
date;3.
    
    Any representation or warranty providing to have been materially
incorrect when made or confirmed;4.
    
    Failure to perform or observe covenants set forth in the loan
documents within 20 business days from such failure;5.
    
    Commencement of a bankruptcy or insolvency proceeding against the
Borrower (and, in cases of an involuntary proceeding only, such action
is not dismissed within 20 days);6.
    
    Actual or asserted invalidity of any loan document related to the
Credit Facility;7.
    
    Change in control or ownership of Borrower; and8.
    
    Any other Events of Default set forth in the Note.9.
    
    Default on any other lending facility of the Borrower and/or its
subsidiaries shall occur, and shall continue after the applicable grace
period, if any, if the effect of such default is to accelerate, or to
permit the acceleration of, the maturity of outstanding indebtedness
under such facility.
 General Indemnity:
    
    Borrower shall indemnify IDB, its affiliates and their
officers, directors, employees, agents and advisors
(each, an Indemnitee) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the
reasonable fees, charges and disbursements of any counsel
of any Indemnitee), incurred by any Indemnitee or
asserted against any Indemnitee by any third party,
Borrower or its affiliates arising out of, in connection
with, or as a result of the execution and delivery of the
loan documents for the Credit Facility or any related
agreement or instrument contemplated, the performance by
the parties to the loan documents or their respective
obligations under such agreements or the consummation of
the transactions contemplated by such agreements.
 ISRAEL DISCOUNT BANK OF NEW YORK  MEMBER FDIC511 FIFTH AVE. NEW YORK, NY 10017-4997  TEL: (212) 551-8500
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Waiver; Jurisdiction:
    
    IT IS UNDERSTOOD AND AGREED THAT IN THE EVENT OF ANY
LITIGATION OR ACTION ARISING OUT OF OR RELATING TO THE
CREDIT FACILITY OR THEIR BANKING RELATIONSHIP, THE
UNDERSIGNED PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVE
TRIAL BY JURY AND CONSENT TO THE JURISDICTION OF THE
COURTS OF (I) THE STATE OF NEW YORK OR (II) THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK. No
waiver of any terms or conditions of this Line Letter or
any other loan documents shall be effective unless set
forth in writing and executed by the Borrower and
officers of IDB.
 Applicable Law:
    
    This Letter and the terms and conditions contained herein
are to be construed according to and governed by the
internal laws of the State of New York.
 Acceptance:
    
    By signing below, the Borrower agrees to the terms and
conditions set forth in this Line Letter, which terms may
not be amended or modified unless in a writing executed
by the Borrower and IDB.
 Unused Line Fee:
    
    Borrower shall pay to IDB, on the 5th day of each month,
an unused line fee in an amount equal to one-half percent
(0.50%) per annum (calculated on the basis of actual
number of days elapsed in a year of 360 days) multiplied
by the amount by which the Maximum Credit Amount exceeds
the sums of the average daily outstanding amount of the
Credit Facility during the immediately preceding month or
shorter period if calculated for the first month
hereafter or on the Expiration Date. This unused line
fee shall be calculated on the basis of a 360-day year
for the actual number of days elapsed.
  Very truly yours,
ISRAEL DISCOUNT BANK OF NEW YORKBy:
    /s/ Amir BarashAmir Barash, SVPBy:

/s/ Itai ZalutzkiItai Zalutzki, AVP ISRAEL DISCOUNT BANK OF NEW YORK  MEMBER FDIC511 FIFTH AVE. NEW YORK, NY 10017-4997  TEL: (212) 551-8500
    
    [P:\JKS\ALON\LINE LETTER  REDLINED]
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AGREED AND ACCEPTED:
  ALON USA ENERGY INC.By:
    /s/ Shai EvenName:
    Shai EvenTitle:
    Senior Vice President and Chief Financial Officer ISRAEL DISCOUNT BANK OF NEW YORK  MEMBER FDIC511 FIFTH AVE. NEW YORK, NY 10017-4997  TEL: (212) 551-8500
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