EX-4.1






EXECUTION COPY




ALON REFINING KROTZ SPRINGS, INC.

AND EACH OF THE GUARANTORS (IF ANY) PARTY HERETO

131/2% SENIOR SECURED NOTES DUE 2014




INDENTURE

Dated as of October 22, 2009




Wilmington Trust FSB

Trustee and Collateral Agent




CROSS-REFERENCE TABLE*




	 	 	 	 	 
	Trust Indenture

Act Section

	 	

Indenture Section

	310(a)(1).

	 	 	7.10	 
	(a)(2).

	 	 	7.10	 
	(a)(3).

	 	 	N.A.	 
	(a)(4).

	 	 	N.A.	 
	(a)(5).

	 	 	7.10	 
	(b).

	 	 	7.03	 
	(c).

	 	 	N.A.	 
	311(a).

	 	 	7.11	 
	(b).

	 	 	7.11	 
	(c).

	 	 	N.A.	 
	312(a).

	 	 	2.05	 
	(b).

	 	 	13.03	 
	(c).

	 	 	13.03	 
	313(a).

	 	 	7.06	 
	(b)(1).

	 	 	7.06; 10.03	 
	(b)(2).

	 	 	7.06; 7.07	 
	(c).

	 	 	7.06; 13.02	 
	(d).

	 	 	7.06	 
	314(a).

	 	 	4.03; 4.04; 13.02; 13.05	 
	(b).

	 	 	10.02	 
	(c)(1).

	 	 	13.04	 
	(c)(2).

	 	 	13.04	 
	(c)(3).

	 	 	N.A.	 
	(d).

	 	 	10.03; 10.04; 10.05	 
	(e).

	 	 	13.05	 
	(f).

	 	 	N.A.	 
	315(a).

	 	 	7.01	 
	(b).

	 	 	7.05; 13.02	 
	(c).

	 	 	7.01	 
	(d).

	 	 	7.01	 
	(e).

	 	 	6.11	 
	316(a) (last sentence)

	 	 	2.09	 
	(a)(1)(A).

	 	 	6.05	 
	(a)(1)(B).

	 	 	6.04	 
	(a)(2).

	 	 	N.A.	 
	(b).

	 	 	6.07	 
	(c).

	 	 	2.12; 9.04	(b)
	317(a)(1).

	 	 	6.08	 
	(a)(2).

	 	 	6.09	 
	(b).

	 	 	2.04	 
	318(a).

	 	 	13.01	 
	(b).

	 	 	N.A.	 
	(c).

	 	 	13.01	 






N.A. means not applicable.


* This Cross Reference Table is not part of the Indenture.



TABLE OF CONTENTS




Page




ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE




	 	 	 
	Section 1.01

Section 1.02

Section 1.03

Section 1.04

	 	Definitions.

Other Definitions.

Incorporation by Reference of Trust Indenture Act.

Rules of Construction.






ARTICLE 2

THE NOTES




	 	 	 
	Section 2.01

Section 2.02

Section 2.03

Section 2.04

Section 2.05

Section 2.06

Section 2.07

Section 2.08

Section 2.09

Section 2.10

Section 2.11

Section 2.12

Section 2.13

	 	Form and Dating.

Execution and Authentication.

Registrar and Paying Agent; Depositary and Custodian.

Paying Agent to Hold Money in Trust.

Holder Lists.

Transfer and Exchange.

Replacement Notes.

Outstanding Notes.

Treasury Notes.

Temporary Notes.

Cancellation.

Defaulted Interest.

CUSIP Numbers.






ARTICLE 3

REDEMPTION AND PREPAYMENT




	 	 	 
	Section 3.01

Section 3.02

Section 3.03

Section 3.04

Section 3.05

Section 3.06

Section 3.07

Section 3.08

	 	Notices to Trustee.

Selection of Notes to Be Redeemed or Purchased.

Notice of Redemption.

Effect of Notice of Redemption.

Deposit of Redemption or Purchase Price.

Notes Redeemed or Purchased in Part.

Optional Redemption.

Mandatory Redemption.






ARTICLE 4

COVENANTS




	 	 	 
	Section 4.01

Section 4.02

Section 4.03

Section 4.04

Section 4.05

Section 4.06

Section 4.07

Section 4.08

Section 4.09

Section 4.10

Section 4.11

Section 4.12

Section 4.13

Section 4.14

Section 4.15

Section 4.16

Section 4.17

Section 4.18

Section 4.19

Section 4.20

	 	Payment of Notes.

Maintenance of Office or Agency.

Reports.

Compliance Certificate.

Taxes.

Stay, Extension and Usury Laws.

Restricted Payments.

Dividend and Other Payment Restrictions Affecting Subsidiaries.

Incurrence of Indebtedness and Issuance of Preferred Stock.

Asset Sales.

Transactions with Affiliates.

Liens.

Business Activities.

Corporate Existence.

Offer to Repurchase Upon Change of Control.

Offer to Repurchase With Excess Cash Flow.

Payments for Consent.

Additional Note Guarantees.

Designation of Restricted and Unrestricted Subsidiaries.

Sale and Leaseback Transactions.







	 	 	 	Section 4.21 Limitation on Issuances and Sales of Equity Interests in Wholly-Owned
Subsidiaries.	 





	 	 	 
	Section 4.22

Section 4.23

Section 4.24

	 	Mortgages.

Maintenance of Property and Insurance.

Capital Expenditures.






ARTICLE 5

SUCCESSORS





	 	 	 	Section 5.01 Merger, Consolidation, or Sale of Assets.	 





ARTICLE 6

DEFAULTS AND REMEDIES




	 	 	 
	Section 6.01

Section 6.02

Section 6.03

Section 6.04

Section 6.05

Section 6.06

Section 6.07

Section 6.08

Section 6.09

Section 6.10

Section 6.11

Section 6.12

	 	Events of Default.

Acceleration.

Other Remedies.

Waiver of Past Defaults.

Control by Majority.

Limitation on Suits.

Rights of Holders of Notes to Receive Payment.

Collection Suit by Trustee.

Trustee May File Proofs of Claim.

Priorities.

Undertaking for Costs.

Restoration of Rights and Remedies.






ARTICLE 7

TRUSTEE




	 	 	 
	Section 7.01

Section 7.02

Section 7.03

Section 7.04

Section 7.05

Section 7.06

Section 7.07

Section 7.08

Section 7.09

Section 7.10

Section 7.11

	 	Duties of Trustee.

Rights of Trustee.

Individual Rights of Trustee.

Trustee’s Disclaimer.

Notice of Defaults.

Reports by Trustee to Holders of the Notes.

Compensation and Indemnity.

Replacement of Trustee.

Successor Trustee by Merger, etc.

Eligibility; Disqualification.

Preferential Collection of Claims Against Company.






ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE




	 	 	 
	Section 8.01

Section 8.02

Section 8.03

Section 8.04

	 	Option to Effect Legal Defeasance or Covenant Defeasance.

Legal Defeasance and Discharge.

Covenant Defeasance.

Conditions to Legal or Covenant Defeasance.







	 	 	 	Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions.	 





	 	 	 
	Section 8.06

Section 8.07

	 	Repayment to Company.

Reinstatement.






ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER




	 	 	 
	Section 9.01

Section 9.02

Section 9.03

Section 9.04

Section 9.05

Section 9.06

	 	Without Consent of Holders of Notes.

With Consent of Holders of Notes.

Compliance with Trust Indenture Act.

Revocation and Effect of Consents.

Notation on or Exchange of Notes.

Trustee to Sign Amendments, etc.






ARTICLE 10




COLLATERAL AND SECURITY




	 	 	 
	Section 10.01

Section 10.02

Section 10.03

Section 10.04

Section 10.05

Section 10.06

Section 10.07

	 	Collateral Documents.

Recording and Opinions.

Release of Collateral.

Specified Releases of Collateral.

Release upon Satisfaction or Defeasance of all Outstanding Obligations.

Form and Sufficiency of Release and Subordination.

Purchaser Protected.







	 	 	 	Section 10.08 Authorization of Actions to be Taken by the Collateral Agent Under the
Collateral Documents.	 





	 	 	 
	Section 10.09

Section 10.10

Section 10.11

	 	Authorization of Receipt of Funds by the Trustee Under the Collateral Documents.

Action by the Collateral Agent.

Compensation and Indemnity.






ARTICLE 11




NOTE GUARANTEES




	 	 	 
	Section 11.01

Section 11.02

Section 11.03

Section 11.04

Section 11.05

	 	Guarantee.

Limitation on Guarantor Liability.

Execution and Delivery of Note Guarantee.

Guarantors May Consolidate, etc., on Certain Terms.

Releases.






ARTICLE 12

SATISFACTION AND DISCHARGE




	 	 	 
	Section 12.01

Section 12.02

	 	Satisfaction and Discharge.

Application of Trust Money.






ARTICLE 13

MISCELLANEOUS




	 	 	 
	Section 13.01

Section 13.02

Section 13.03

Section 13.04

Section 13.05

Section 13.06

Section 13.07

Section 13.08

Section 13.09

Section 13.10

Section 13.11

Section 13.12

Section 13.13

Section 13.14

Section 13.15

Section 13.16

	 	Trust Indenture Act Controls.

Notices.

Communication by Holders of Notes with Other Holders of Notes.

Certificate and Opinion as to Conditions Precedent.

Statements Required in Certificate or Opinion.

Rules by Trustee and Agents.

No Personal Liability of Directors, Officers, Employees and Stockholders.

Governing Law.

Waiver of Jury Trial.

No Adverse Interpretation of Other Agreements.

Successors.

Severability.

Counterpart Originals.

Table of Contents, Headings, etc.

Acts of Holders.

Security Documents.






EXHIBITS




	 	 	 
	Exhibit A1

Exhibit A2

Exhibit B

Exhibit C

Exhibit D

Exhibit E

Exhibit F

	 	FORM OF NOTE

FORM OF REGULATION S TEMPORARY GLOBAL NOTE

FORM OF CERTIFICATE OF TRANSFER

FORM OF CERTIFICATE OF EXCHANGE

FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

FORM OF NOTATION OF GUARANTEE

FORM OF SUPPLEMENTAL INDENTURE






INDENTURE dated as of October 22, 2009 among Alon Refining Krotz Springs, Inc., a
Delaware corporation, the Guarantors (if any) and Wilmington Trust FSB, as trustee and collateral
agent.



The Company, the Guarantors (if any), the Trustee and the Collateral Agent agree as follows
for the benefit of each other and for the equal and ratable benefit of the Holders of the 131/2%
Senior Secured Notes due 2014 (the “Notes”):



ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE




Section 1.01 Definitions.



“144A Global Note” means a Global Note substantially in the form of Exhibit A1 hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and
registered in the name of, the Depositary or its nominee, issued in an initial denomination equal
to the outstanding principal amount of the Notes initially sold by the Initial Purchaser in
reliance on Rule 144A.



“Acquired Debt” means, with respect to any specified Person:




(1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or became a Restricted Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and




(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person, or assumed by such specified Person in connection with the acquisition of any asset
by such specified Person.



“Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control,” as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to
be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under
common control with” have correlative meanings.



“Alon Israel” means Alon Israel Oil Company Ltd.



“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.



“Applicable Premium” means, with respect to any Note on any applicable redemption date, the
greater of (i) 1.0% of the then outstanding principal amount of such Note and (ii) the excess of:




(1) the present value at such redemption date of the sum of (i) the redemption price of
such Note at October 15, 2012, such redemption price being set forth in the table appearing
in Section 3.07(b), plus (ii) all required interest payments due on the Note through
October 15, 2012 (excluding accrued but unpaid interest), such present value to be computed
using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis
points; over




(2) the then outstanding principal amount of such Note.



“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial
interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream
that apply to such transfer or exchange.




“Asset Sale” means:




(1) the sale, lease, conveyance or other disposition of any assets by the Company or
any of the Company’s Restricted Subsidiaries; provided that the sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company and its
Restricted Subsidiaries taken as a whole will be governed by Sections 4.15 and
5.01 and not by Section 4.10;




(2)  the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries
or the sale by the Company or any of its Restricted Subsidiaries of Equity Interests in any
of the Company’s Subsidiaries (in each case, other than directors’ qualifying shares or
            shares required by applicable law to be held by a Person other than the Company or any of
its Restricted Subsidiaries); and




(3) an Event of Loss.



Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:




(1) any single transaction or series of related transactions that involves assets
having a Fair Market Value of less than $5.0 million;




(2) a transfer of assets between or among the Company and the Guarantors (if any); 




(3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the
Company or to a Restricted Subsidiary of the Company;




(4) any sale, lease, conveyance or other disposition of products, services, inventory,
accounts receivable or other assets or rights in the ordinary course of business and any
sale, conveyance or other disposition of damaged, worn-out or obsolete assets in the
ordinary course of business;




(5) sales or other dispositions of interests in Unrestricted Subsidiaries;




(6) licenses and sublicenses by the Company or any of its Restricted Subsidiaries of
intellectual property in the ordinary course of business;




(7) any surrender or waiver of contract rights or settlement, release, recovery on or
surrender of contract, tort or other claims in the ordinary course of business;




(8) the granting of Liens not prohibited by Section 4.12 and the exercise of
any power of sale or other remedy under any such Lien;




(9) the sale or other disposition of cash or Cash Equivalents; and




(10) a Restricted Payment that does not violate Section 4.07 or a Permitted
Investment.



“Attributable Debt” in respect of a sale and leaseback transaction occurring on or after the
Issue Date means, at the time of determination, the present value (discounted at the rate of
interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the
lessee for net rental payments during the remaining term of the lease included in such sale and
leaseback transaction (including any period for which such lease has been extended or may, at the
option of the lessor, be extended); provided, however, if such sale and leaseback transaction
results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be
determined in accordance with the definition of Capital Lease Obligation.



“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended, and codified as 11
U.S.C. §§101 et seq.



“Bankruptcy Law” means Title 11 of the U.S. Code or any similar federal or state law for the
relief of debtors.



“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any particular “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to
have beneficial ownership of all securities that such “person” has the right to acquire by
conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned”
have a corresponding meaning.



“Board of Directors” means:




(1) with respect to a corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;




(2) with respect to a partnership, the general partner or general partners or any
controlling committee of general partners thereof;




(3) with respect to a limited liability company, the managing member or managing
members or any controlling committee of managing members thereof; and




(4) with respect to any other Person, the board or committee of such Person serving a
similar function.



“Borrowing Base” means, at any time, an amount equal to the sum of (A) 85% of the market value
of inventory of the Company and its Restricted Subsidiaries, (B) 85% of the market value of
inventory contracted for purchase by the Company and its Restricted Subsidiaries to the extent the
payment obligation in respect thereof is supported by a letter of credit, (C) 90% of the book value
of accounts receivable of the Company and its Restricted Subsidiaries, (D) 100% of unrestricted
cash and Cash Equivalents of the Company and its Restricted Subsidiaries, (E) 100% of the amount of
any letter of credit issued on behalf of an account party other than the Company or any of its
Restricted Subsidiaries for the benefit of the lenders under the Revolving Credit Facility to repay
Obligations outstanding thereunder, and (F) 100% of the amount by which (i) the maximum amount
available to be drawn on all letters of credit issued under the Revolving Credit Facility in
connection with purchases of petroleum product exceeds (ii) the aggregate outstanding amounts
payable by the Company and its Restricted Subsidiaries to the suppliers of petroleum product
delivered to the Company and its Restricted Subsidiaries in connection with such purchases.



“Business Day” means any day other than a Legal Holiday.



“Capital Lease Obligation” means, at the time any determination is to be made, the amount of
the liability in respect of a capital lease that would at that time be required to be capitalized
on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be prepaid by the lessee without payment of a penalty.



“Capital Stock” means:




(1) in the case of a corporation, corporate stock;




(2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




(3) in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and




(4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person, but
excluding from all of the foregoing any debt securities convertible into Capital Stock,
whether or not such debt securities include any right of participation with Capital Stock.



“Capital Expenditures” means, for any period, (a) the additions to property, plant and
equipment and other capital expenditures of the Company and its Restricted Subsidiaries that are
(or should be) set forth in a consolidated statement of cash flows of the Company for such period
prepared in accordance with GAAP, excluding (i) any such expenditures made to restore, replace or
rebuild assets following any Event of Loss to the extent such expenditures are made with insurance
or condemnation proceeds received in respect of such Event of Loss, (ii) any such addition or
expenditure in the form of a substantially contemporaneous exchange of similar property, plant,
equipment or other capital assets, except to the extent of cash or other consideration (other than
the assets so exchanged), if any, paid or payable by the Company or any of its Restricted
Subsidiaries, and (iii) any expenditures in the form of earnout payments under the Earnout
Agreement, (b) such portion of principal payments on Capital Lease Obligations or Synthetic Lease
Obligations made by the Company and its Restricted Subsidiaries during such period as is
attributable to additions to property, plant and equipment that have not otherwise been reflected
in the consolidated statement of cash flows of the Company as additions to property, plant and
equipment and (c) costs incurred with respect to turnarounds, catalysts, licensing, imaging and
other operating costs of the Company and its Restricted Subsidiaries (only to the extent not
already deducted in the calculation of Net Cash Provided by Operating Activities for such period).



“Cash Equivalents” means:




(1) United States dollars;




(2) securities issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government (provided that
the full faith and credit of the United States is pledged in support of those securities)
having maturities of not more than one year from the date of acquisition;




(3) direct obligations issued by any state of the United States or any political
subdivision or public instrumentality thereof; provided that such Investments mature, or are
subject to tender at the option of the holder thereof, within 365 days after the date of
acquisition and, at the time of acquisition, have a rating of at least A from S&P or A-1
from Moody’s (or an equivalent rating by any other nationally recognized rating agency);




(4) certificates of deposit and eurodollar time deposits with maturities of one year or
less from the date of acquisition, bankers’ acceptances with maturities not exceeding one
year and overnight bank deposits, in each case, (i) with any lender party to the Revolving
Credit Facility or with any domestic commercial bank having capital and surplus in excess of
$500.0 million, (ii) Israel Discount Bank of New York or (iii) Bank Leumi USA;




(5) repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clauses (2) and (3) above entered into with any
financial institution meeting the qualifications specified in clause (4) above;




(6) commercial paper having one of the two highest ratings obtainable from Moody’s or
S&P and, in each case, maturing within 180 days after the date of acquisition; and




(7) money market funds at least 95% of the assets of which constitute Cash Equivalents
of the kinds described in clauses (1) through (6) of this definition.



“Cash Management Obligations” means, with respect to any Person, the obligations of such
Person in connection with any one or more of the following types or services or facilities provided
to such Person: (1) credit cards, debit cards or stored value cards or the processing of payments
and other administrative services with respect to credit cards, debit cards or stored value cards
or (2) cash management or related services, including (a) the automated clearinghouse transfer of
funds or overdrafts or (b) controlled disbursement services.



“Change of Control” means the occurrence of any of the following events:




(1) the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of the Company and its Subsidiaries
taken as a whole to any Person other than Alon Israel or a direct or indirect Subsidiary of
Alon Israel;




(2) the adoption of a plan relating to the liquidation or dissolution of the Company;




(3) any Person (including any “person” (as that term is used in Section 13(d)(3) of the
Exchange Act)) other than Alon Israel, any direct or indirect Subsidiary of Alon Israel or
any Permitted Holder is or becomes the Beneficial Owner, directly or indirectly, in the
aggregate of more than 50% of the Voting Stock of the Company, measured by voting power
rather than number of shares;




(4) the consummation of any transaction (including, without limitation, any merger or
consolidation), the result of which is that Alon Israel ceases to be the Beneficial Owner,
directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by
voting power rather than number of shares; or




(5) the first day on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors.



“Clearstream” means Clearstream Banking, S.A.



“Collateral” means the collateral securing the Indenture Obligations.



“Collateral Agent” means Wilmington Trust FSB, in its capacity as Collateral Agent under the
Collateral Documents, together with its successors in such capacity.



“Collateral Documents” means the Security Agreement, the Mortgages and any other agreement,
document or instrument (other than, for the avoidance of doubt, any Specified Hedging Security
Agreement (as such term is defined in the Intercreditor Agreement)) pursuant to which a Lien is
granted by the Company or a Guarantor to secure any Indenture Obligations or under which rights or
remedies with respect to any such Lien are governed.



“Company” means Alon Refining Krotz Springs, Inc., and any and all successors thereto.



“Consolidated EBITDA” means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period plus, without duplication:




(1) an amount equal to (a) any extraordinary loss plus (b) any net loss realized by
such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the
extent such losses were deducted in computing such Consolidated Net Income; plus




(2) provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus




(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period,
to the extent that such Fixed Charges were deducted in computing such Consolidated Net
Income; plus




(4) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and other non-cash
charges and expenses (excluding any such non-cash charge or expense to the extent that it
represents an accrual of or reserve for cash charges or expenses in any future period or
amortization of a prepaid cash charge or expense that was paid in a prior period) of such
Person and its Restricted Subsidiaries for such period to the extent that such depreciation,
amortization or other non-cash charges or expenses were deducted in computing such
Consolidated Net Income; plus




(5) fees, expenses and other charges relating to the issuance of the Notes; minus




(6) non-cash items increasing such Consolidated Net Income for such period, other than
(x) the accrual of revenue in the ordinary course of business and (y) any items that
represent the reversal in such period of any accrual of, or cash reserve for, anticipated
charges made in any prior period, which accrual or reserve was recorded after the Issue
Date,



in each case, on a consolidated basis and determined in accordance with GAAP.



“Consolidated Net Income” means, with respect to any specified Person for any period, the
aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period,
on a consolidated basis, determined in accordance with GAAP; provided that:




(1) all extraordinary gains (but not losses) and all gains (but not losses) realized in
connection with any Asset Sale or the disposition of securities or the early extinguishment
of Indebtedness, together with any related provision for taxes on any such gain, will be
excluded;




(2) the net income (but not loss) of any Person that is not a Restricted Subsidiary or
that is accounted for by the equity method of accounting will be included only to the extent
of the amount of dividends or similar distributions paid in cash to the specified Person or
a Restricted Subsidiary of the specified Person;




(3)  the net income (but not loss) of any Restricted Subsidiary of the specified Person
will be excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that net income is not at the date of
determination permitted without any prior governmental approval (that has not been obtained)
or, directly or indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation applicable to
that Restricted Subsidiary or its stockholders; and




(4) the cumulative effect of a change in accounting principles will be excluded.



“continuing” means, with respect to any Default or Event of Default, that such Default or
Event of Default has not been cured or waived.



“Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the Company who:




(1) was a member of such Board of Directors on the Issue Date; or




(2) was nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of Directors at the
time of such nomination or election.



“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in
Section 13.02 or such other address as to which the Trustee may give notice to the Company.



“Crack Spread Hedging Cash Collateral” means not more than $50,000,000 in cash or Cash
Equivalents deposited by or on behalf of the Company or any Guarantor with, or for the benefit
of, one or more Crack Spread Hedging Secured Parties, together with all interest and income
thereon (so long as such interest and income has not been withdrawn from a Crack Spread Hedging
Cash Collateral Account in payment thereof to the Company or any Guarantor) and all products and
proceeds thereof, and all securities, security entitlements, investment property and financial
assets arising therefrom; provided, that the aggregate amount of such cash or Cash Equivalents
that is permitted to be so deposited to secure obligations of the Company and such Guarantors
(i) under all Permitted Crack Spread Hedge Agreements shall be reduced by the aggregate amount
of Crack Spread Hedging Cash Collateral deposited to support reimbursement obligations under
outstanding Crack Spread Hedging Support LCs and (ii) in respect of Permitted Debt described in
clause (9)(a) of the definition thereof shall not exceed 105% of the aggregate face amount of
all Crack Spread Hedging Support LCs.



“Crack Spread Hedging Cash Collateral Account” means each deposit account and securities
account the funds, amounts, securities or financial assets on deposit in, or credited to, which
consist solely of Crack Spread Hedging Cash Collateral.



“Crack Spread Hedging Collateral” means, collectively, the Crack Spread Hedging Cash
Collateral and each Crack Spread Hedging Cash Collateral Account.



“Crack Spread Hedging Secured Party” means, as the context may require, (a) a
counterparty to a Permitted Crack Spread Hedge Agreement and/or (b) an issuer of a Crack Spread
Hedging Support LC with respect to which the reimbursement obligations are secured by any Crack
Spread Hedging Collateral.



“Crack Spread Hedging Support LC” means one or more letters of credit in an aggregate face
amount permitted under Section 4.09(b)(9)(a) issued for the benefit of one or more
counterparties to any Permitted Crack Spread Hedge Agreement as support for the obligations of the
Company and/or any Guarantor under such Permitted Crack Spread Hedge Agreement.



“Credit Facilities” means, one or more debt facilities (including, without limitation, the
Revolving Credit Facility) or commercial paper facilities, in each case, with banks or other
institutional lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each case, as initially
or successively amended, restated, modified, renewed, refunded, replaced in any manner (whether
upon or after termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time.



“Custodian” means Wilmington Trust FSB, as custodian with respect to the Notes in global form,
or any successor entity thereto.



“Default” means any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.



“Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06, substantially in the form of Exhibit A1
hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule
of Exchanges of Interests in the Global Note” attached thereto.



“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.03 as the Depositary with respect to the Notes, and
any and all successors thereto appointed as depositary hereunder and having become such pursuant to
the applicable provision of this Indenture.



“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case, at the option
of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, in any such case on or prior to the date that is
91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital
Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of
a change of control or an asset sale will not constitute Disqualified Stock if the terms of such
Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant
to such provisions unless such repurchase or redemption complies with Section 4.07. The
amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture
will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to
pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified
Stock, exclusive of accrued dividends.



“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the
laws of the United States of America or any state of the United States of America or the District
of Columbia.



“Earnout Agreement” means the Earnout Agreement, dated as of June 3, 2008, by and between
Valero and the Company, as amended by that First Amendment to Earnout Agreement, dated as of August
27, 2009, and as further amended or supplemented in accordance with its terms.



“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).



“Equity Offering” means a sale either (1) of Equity Interests of the Company (other than
Disqualified Stock and other than to a Subsidiary of the Company) by the Company or (2) of Equity
Interests of a direct or indirect parent entity of the Company (other than to the Company or a
Subsidiary of the Company) to the extent that the net proceeds therefrom are contributed to the
common equity capital of the Company.



“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.



“Event of Loss” means, with respect to any property or asset, any (i) loss or destruction of,
or damage to, such property or asset or (ii) any condemnation, seizure or taking, by exercise of
the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition
of the use of such property or asset.



“Excess Cash Flow” means, for any period, an amount equal to the amount by which (a) Net Cash
Provided by Operating Activities for such period exceeds (b) the sum, without duplication, of (i)
the lesser of (x) $40.0 million (for each semi-annual period ending June 30 and for each annual
period ending December 31) and (y) Capital Expenditures made by the Company and its Restricted
Subsidiaries in cash during such period (other than any such expenditures made pursuant to the
reinvestment provisions set forth in Section 4.10, (ii) the aggregate amount of cash
consideration paid during such period (or committed during such period to be paid during any of the
six consecutive months immediately following such period pursuant to a binding agreement) by the
Company and its Restricted Subsidiaries to make acquisitions or capital investments permitted under
this Indenture, (iii) to the extent not deducted in determining Net Cash Provided by Operating
Activities for such period, the earnout payments made by the Company during such period pursuant to
the Earnout Agreement and (iv) the aggregate amount of cash consideration paid during such period
(or committed during such period to be paid during any of the six consecutive months immediately
following such period pursuant to a binding agreement) by the Company and its Restricted
Subsidiaries to repay or repurchase senior secured Indebtedness (other than pursuant to an Asset
Sale Offer or an Excess Cash Flow Offer) to the extent that, in the case of any voluntary repayment
of Indebtedness under any revolving credit facility, such repayment is accompanied by a
corresponding permanent reduction in the commitments thereunder; provided that, to the extent that
any amounts committed to be paid (rather than paid) are deducted from the calculation of Excess
Cash Flow under clause (ii) or (iv) above and are not paid in cash in any of the six consecutive
months immediately subsequent to the period in which such amounts were committed to be paid, the
Excess Cash Flow for such subsequent consecutive six months will be deemed to be increased by such
amount not paid.



“Exchange Act” means the Securities Exchange Act of 1934, as amended.



“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section
2.06(f).



“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.



“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights
Agreement.



“Excluded Assets” means:




(1) any Capital Stock or other securities of the Company’s Subsidiaries to the extent
that the pledge of such securities would result in the Company being required to file
separate financial statements of such Subsidiary with the SEC, but only to the extent
necessary for the Company not to be subject to such requirement and only for so long as such
requirement is in existence; provided that neither the Company nor any Subsidiary shall take
any action in the form of a reorganization, merger or other restructuring a principal
purpose of which is to provide for the release of the Lien on any Capital Stock or other
securities of any Subsidiary pursuant to this clause;




(2) any contract or agreement to which the Company or any Guarantor is a party or any
of its rights or interests thereunder if and for so long as the grant of such security
interest would constitute or result in (i) the unenforceability of any right of the Company
or such Guarantor therein or (ii) in a breach or termination pursuant to the terms of, or a
default under, any such contract or agreement (other than to the extent that the portion of
such contract or agreement resulting in such consequence is ineffective pursuant to Sections
9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code as adopted by the State of New
York or any other applicable law or principles of equity); provided, however, that such
security interest shall attach immediately at such time as the condition causing such
unenforceability shall be remedied and, to the extent severable, shall attach immediately to
any portion of such contract or agreement that does not result in any of the consequences
specified in clause (i) or (ii) above, including any proceeds of such contract or agreement;




(3) property and assets owned by the Company or any Guarantors that are the subject of
Permitted Liens described in clause (7) of the definition thereof for so long as such
Permitted Liens are in effect and the Indebtedness secured thereby otherwise prohibits such
property or asset from being Collateral; and




(4) any portion of the voting Capital Stock of any Foreign Subsidiary or any
Unrestricted Subsidiary not formed under the laws of the United States of America or any
state of the United States of America or the District of Columbia that exceeds 65% of the
voting Capital Stock of such Foreign Subsidiary or Unrestricted Subsidiary.



“Excluded Contributions” means net cash proceeds or marketable securities received by the
Company from contributions to its common equity capital designated as Excluded Contributions
pursuant to an Officers’ Certificate on the date such capital contributions are made.



“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than
Indebtedness under the Revolving Credit Facility) in existence on the Issue Date, until such
amounts are repaid.



“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated
willing seller in a transaction not involving distress or necessity of either party, determined in
good faith by the Company; provided that, except in the case of determining the Fair Market Value
of assets in connection with an Asset Sale not involving the sale of assets to an Affiliate, the
Company’s determination must be based upon an opinion or appraisal issued by an accounting,
appraisal or investment banking firm of national standing if the Fair Market Value of the
applicable assets exceeds $10.0 million.



“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the
ratio of the Consolidated EBITDA of such Person for such period to the Fixed Charges of such Person
for such period. In the event that the specified Person or any of its Restricted Subsidiaries
incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any
Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems
preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or prior to the date on which the event for which the calculation
of the Fixed Charge Coverage Ratio occurs (the “Calculation Date”), then the Fixed Charge Coverage
Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee,
repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance,
repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same
had occurred at the beginning of the applicable four-quarter reference period; provided that the
pro forma calculation shall not give effect to any Permitted Debt incurred on the Calculation Date
or to the repayment of any Indebtedness from the proceeds of any Permitted Debt incurred on the
Calculation Date.



In addition, for purposes of calculating the Fixed Charge Coverage Ratio:




(1) acquisitions that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations, including all related financing
transactions, during the four-quarter reference period or subsequent to such reference
period and on or prior to the Calculation Date, or that are to be made on the Calculation
Date, will be given pro forma effect (in accordance with Regulation S-X under the Securities
Act) as if they had occurred on the first day of the four-quarter reference period;




(2) the Consolidated EBITDA (whether positive or negative) attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses (and
ownership interests therein) disposed of prior to the Calculation Date, will be excluded;




(3) the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded, but only to the extent that the
obligations giving rise to such Fixed Charges will not be obligations of the specified
Person or any of its Restricted Subsidiaries following the Calculation Date;




(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed
to have been a Restricted Subsidiary at all times during such four-quarter period;




(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be
deemed not to have been a Restricted Subsidiary at any time during such four-quarter
period; and




(6) if any Indebtedness bears a floating rate of interest, the interest expense on such
Indebtedness will be calculated as if the rate in effect on the Calculation Date had been
the applicable rate for the entire period (taking into account the effects of any Hedging
Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term
as at the Calculation Date in excess of 12 months).



“Fixed Charges” means, with respect to any specified Person for any period, the sum, without
duplication, of (in each case, determined on a consolidated basis in accordance with GAAP):




(1) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued, including, without limitation, original issue
discount, non-cash interest, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations, commissions,
discounts and other fees and charges incurred in respect of letter of credit or bankers’
acceptance financings, and net of the effect of all payments made or received pursuant to
Hedging Obligations in respect of interest rates, but excluding amortization or write off of
debt issuance costs; plus




(2) the consolidated interest expense of such Person and its Restricted Subsidiaries
that was capitalized during such period; plus




(3) any interest on Indebtedness of another Person that is guaranteed by such Person or
one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or any of
its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon (with the
amount of any Indebtedness that is so secured but not so guaranteed being limited for
purposes of such calculation to the lesser of the amount of such Indebtedness or the Fair
Market Value of the assets of such Person or any of its Restricted Subsidiaries subject to
such Lien); plus




(4) the product of (a) all dividends, whether paid or accrued and whether or not in
cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries,
other than dividends on Equity Interests payable solely in Equity Interests of the Company
(other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company,
times (b) a fraction, the numerator of which is one and the denominator of which is one
minus the then current combined federal, state and local statutory tax rate of such Person,
expressed as a decimal; less




(5) any interest income of such Person and its Restricted Subsidiaries for such period.



“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic
Subsidiary.



“GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect on the Issue Date.



“Global Note Legend” means the legend set forth in Section 2.06(g)(2), which is
required to be placed on all Global Notes issued under this Indenture.



“Global Note” means a certificated Note in global form deposited with or on behalf of, and
registered in the name of, the Depositary or its nominee and issued in accordance with Sections
2.01 and 2.06, substantially in the form of Exhibit A1 hereto, and that bears
the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note”
attached thereto. The Global Notes shall include, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes.



“Government Securities” means securities that are:




(1) direct obligations of the United States of America for the timely payment of which
its full faith and credit is pledged; or




(2) obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of
America,



which, in either case, are not callable or redeemable at the option of the issuers thereof, and
shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act), as custodian with respect to any such Government Securities or a specific payment
of principal of or interest on any such Government Securities held by such custodian for the
account of the Holder of such depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the Holder of such
depository receipt from any amount received by the custodian in respect of the Government
Securities or the specific payment of principal of or interest on the Government Securities
evidenced by such depository receipt.



“Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including, without
limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements
in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or
services, to take or pay or to maintain financial statement conditions or otherwise).



“Guarantors” means any Subsidiary of the Company that executes a Note Guarantee in accordance
with the provisions of this Indenture, and the respective successors and assigns of such
Subsidiary, in each case, until the Note Guarantee of such Person has been released in accordance
with the provisions of this Indenture.



“Hedge Agreement” shall mean an agreement that is a “Swap Agreement,” as such term is defined
in the Bankruptcy Code, including any rate swap agreement, basis swap, forward rate agreement,
commodity swap, commodity future, interest rate option, forward foreign exchange agreement, spot
foreign exchange agreement, rate cap agreement rate, floor agreement, rate collar agreement,
currency swap agreement, cross-currency rate swap agreement, currency option, any other similar
agreement (including any option to enter into any of the foregoing or a master agreement for any of
the foregoing together with all supplements thereto) for the purpose of protecting against or
managing exposure to fluctuations in interest or exchange rates, currency valuations or commodity
prices.



“Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person under any Hedge Agreement.



“Holder” means the Person in whose name a Note is registered on the registrar’s books.



“Holdings” means Alon Refining Louisiana, Inc., a Delaware corporation.



“IAI Global Note” means a Global Note substantially in the form of Exhibit A1 hereto
bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of
and registered in the name of the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.



“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person
(excluding accrued expenses and trade payables), whether or not contingent:




(1) in respect of borrowed money;




(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit
(or reimbursement agreements in respect thereof);




(3)  in respect of banker’s acceptances or letters of credit (other than obligations
with respect to letters of credit securing obligations (other than obligations described in
(1) or (2) above or (4) below) entered into in the ordinary course of business of such
Person to the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the tenth business day following
receipt by such Person of a demand for reimbursement;




(4) representing Capital Lease Obligations;




(5) representing the balance deferred and unpaid of the purchase price of any property
or services (excluding trade accounts payable and accrued obligations incurred in the
ordinary course of business, which accounts payable and accrued obligations are not more
than 90 days past due) due more than six months after such property is acquired or such
services are completed; or




(6) representing any Hedging Obligations,



if and to the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in
accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others
secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed
by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified
Person of any Indebtedness of any other Person.



“Indenture” means this Indenture, as amended or supplemented from time to time.



“Indenture Documents” means the Notes, this Indenture, the Note Guarantees, the Collateral
Documents and the Intercreditor Agreement.



“Indenture Obligations” means all Obligations in respect of the Notes or arising under the
Indenture Documents. Indenture Obligations shall include all interest accrued (or which would,
absent the commencement of an insolvency or liquidation proceeding, accrue) after the commencement
of an insolvency or liquidation proceeding in accordance with and at the rate specified in the
relevant Indenture Document whether or not the claim for such interest is allowed as a claim in
such insolvency or liquidation proceeding.



“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through
a Participant.



“Initial Notes” means the Notes issued under this Indenture on the date hereof.



“Initial Purchaser” means, with respect to the Initial Notes, Jefferies & Company, Inc.



“Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that is not also a QIB.



“Intercreditor Agreement” means the Intercreditor Agreement dated as of the Issue Date by and
among the Collateral Agent, on behalf of itself, the Trustee, the Holders of the Notes and any
counterparty to a Permitted Crack Spread Hedge Agreement, and the RCF Agent, on behalf of itself
and the other holders of RCF Claims (as the same may be amended, modified, superseded, reinstated,
succeeded or replaced from time to time in accordance with its terms and the terms of this
Indenture).



“Investments” means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other
obligations but excluding extensions of trade credit and accounts receivables made in the ordinary
course of business), advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with
all items that are or would be classified as investments on a balance sheet prepared in accordance
with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes
of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that,
after giving effect to any such sale or disposition, such Person is no longer a Restricted
Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any
such sale or disposition equal to the Fair Market Value of the Company’s Investments in such
Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in
Section 4.07(d). The acquisition by the Company or any Restricted Subsidiary of the
Company of a Person that holds an Investment in a third Person will be deemed to be an Investment
by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair
Market Value of the Investments held by the acquired Person in such third Person in an amount
determined as provided in Section 4.07(d). Except as otherwise provided in this Indenture,
the amount of an Investment will be determined at the time the Investment is made and without
giving effect to subsequent changes in value.



“Issue Date” means October 22, 2009.



“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City
of New York or at a place of payment are authorized or required by law, regulation or executive
order to remain closed. If a payment date (including the Stated Maturity of the Notes) or a
redemption date is a Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.



“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent
to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.



“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement,
any lease in the nature thereof or any agreement to give a security interest in and any filing of
or agreement to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction.



“Moody’s” means Moody’s Investors Service, Inc.



“Mortgages” means a collective reference to each mortgage, deed of trust, deed to secure debt
and any other document or instrument under which any Lien on real property owned or leased by the
Company or any Guarantor is granted to secure any Indenture Obligations or under which rights or
remedies with respect to any such Liens are governed.



“Net Cash Provided by Operating Activities” means, for any period, (a) net cash provided by
operating activities of the Company and its Restricted Subsidiaries for such period, determined on
a consolidated basis in accordance with GAAP, excluding any Net Proceeds, plus (b) without
duplication and to the extent not included in determining Net Cash Provided by Operating Activities
for such period pursuant to clause (a) above, the aggregate amount of cash received by the Company
or any of its Restricted Subsidiaries during such period pursuant to any Permitted Crack Spread
Hedge Agreement or any other agreement governing Hedging Obligations, minus (c) without duplication
and to the extent not included in determining Net Cash Provided by Operating Activities for such
period pursuant to clause (a) above, the aggregate amount of cash paid by the Company or any of its
Restricted Subsidiaries during such period pursuant to any Permitted Crack Spread Hedge Agreement
or any other agreement governing Hedging Obligations.



“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration received in any Asset
Sale), net of (i) all direct costs and expenses relating to such Asset Sale (and any sale or other
disposition of any non-cash consideration received in such Asset Sale), including, without
limitation, legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, (ii) taxes paid or payable as a result
of the Asset Sale, in each case, after taking into account any available tax credits or deductions
and any tax sharing arrangements, (iii) amounts required to be applied to the repayment of
Indebtedness (and any interest, premium or penalty in respect thereof in connection with such
payment), other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets
that were the subject of such Asset Sale, and (iv) any reserve for adjustment or indemnification
obligations in respect of the sale price of such asset or assets established in accordance with
GAAP and any amounts placed in an escrow established for purposes of any such adjustment or
indemnification obligations.



“Non-Recourse Debt” means Indebtedness:




(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or
otherwise; and




(2)  no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would
permit upon notice, lapse of time or both any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment of such other Indebtedness to be accelerated or payable
prior to its Stated Maturity.



“Non-U.S. Person” means a Person who is not a U.S. Person.



“Note Guarantee” means the Guarantee by each Guarantor of the Company’s Obligations under this
Indenture and the Notes, executed pursuant to the provisions of this Indenture.



“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes
and the Exchange Notes shall be treated as a single class for all purposes under this Indenture,
and unless the context otherwise requires, all references to the Notes shall include the Initial
Notes and the Exchange Notes.



“Notes Priority Collateral” means all of the following assets of the Company and any Guarantor
(other than Excluded Assets) (a) all equipment, all real property and interests therein (including
both fee and leasehold interests) and fixtures, including all buildings, terminals, storage tanks,
refining and other facilities, pipelines, pipeline rights, loading racks, rail spurs and loading
facilities; (b) all intellectual property; (c) each Crack Spread Hedging Cash Collateral Account
and all Crack Spread Hedging Cash Collateral and all other cash, cash equivalents, checks and other
negotiable instruments, funds and other evidences of payment and all financial assets held on
deposit therein, and all security entitlements arising therefrom; (d) all Capital Stock of
Subsidiaries of the Company held by the Company or any Guarantor; (e) all other Collateral not
constituting RCF Priority Collateral; (f) all proceeds, including insurance proceeds (other than
business interruption insurance proceeds), of any of the foregoing and all collateral security and
guarantees or other credit support given by any Person with respect to any of the foregoing; and
(g) all books and records relating to any of the foregoing.



“Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.



“Offering Memorandum” means the Company’s offering memorandum, dated October 13, 2009,
relating to the initial offering of the Notes.



“Officer” means, with respect to any Person, the chairman of the board, the chief executive
officer, the president, the chief operating officer, the chief financial officer, the treasurer,
any assistant treasurer, the controller, the secretary or any vice-president of such Person.



“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of
the Company, one of whom must be the principal executive officer, the principal financial officer,
the treasurer or the principal accounting officer of the Company, that meets the requirements of
Section 13.05.



“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 13.05. The counsel may be an employee of
or counsel to the Company or any Subsidiary of the Company.



“Parent” means Alon USA Energy, Inc., a Delaware corporation.



“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to
DTC, shall include Euroclear and Clearstream).



“Participating Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.



“Permitted Business” means any business that is the same as, or reasonably related, ancillary
or complementary to, any of the businesses in which the Company is engaged on the Issue Date and
any business activities reasonably incidental thereto.



“Permitted Crack Spread Hedge Agreement” means any Hedge Agreement or combination of Hedge
Agreements to which the Company or any Guarantor is a party that hedge against fluctuations in the
difference between the price of crude oil and the price of refined petroleum products, together
with the schedules and exhibits thereto.



“Permitted Holders” means, individually or collectively in any combination, Alon Israel, any
Person that controls Alon Israel as of the Issue Date, and David Wiessman (or any trustee acting on
behalf of David Wiessman), together with any Person that is controlled by any of the foregoing,
individually or collectively in any combination and any “person” (as that term is used in Section
13(d)(3) of the Exchange Act) that is comprised primarily (in terms of economic interests) of any
of the foregoing, individually, collectively or in any combination.



“Permitted Investments” means:




(1) any Investment in the Company or a Guarantor;




(2) any Investment in Cash Equivalents;




(3)  any Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment:




(A) such Person becomes a Guarantor; or




(B)  such Person, in one transaction or a series of related transactions, is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Guarantor;




(4) any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10;




(5) any Investment the payment for which consists solely of Equity Interests (other
than Disqualified Stock) of the Company;




(6)  any Investments received in compromise or resolution of (a) obligations of trade
creditors or customers that were incurred in the ordinary course of business of the Company
or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization,
workout or similar arrangement upon the bankruptcy, foreclosure or insolvency of any trade
creditor or customer; or (b) litigation, arbitration or other disputes with Persons who are
not Affiliates;




(7)  Investments represented by Hedging Obligations;




(8)  loans or advances to officers, directors, consultants or employees made in the
ordinary course of business of the Company or any Restricted Subsidiary of the Company in an
aggregate principal amount not to exceed $750,000 at any one time outstanding;




(9) repurchases of the Notes; and




(10) other Investments in an aggregate amount, taken together with all other Investment
made pursuant to this clause (10) that are at any one time outstanding, not to exceed $5.0
million.



“Permitted Liens” means:




(1) (a) Liens to secure Indebtedness permitted by Section 4.09(b)(1) and (b)
Liens granted pursuant to the same collateral agreements securing the Liens described in
clause (a) above to secure (i) any Hedging Obligation described in Section
4.09(b)(8) the counterparty of which is a lender of Indebtedness permitted by
Section 4.09(b)(1) or an Affiliate of any such lender and (ii) Cash Management
Obligations owing to any such lender or Affiliate, provided that, in each case, to the
extent the holders of any such Indebtedness (or any agent on their behalf) have (or has) a
Lien on any Collateral, such holders (or any agent on their behalf) have (or has) become a
party to the Intercreditor Agreement;




(2) Liens to secure Indebtedness permitted by Section 4.09(b)(9), provided that
to the extent the holder of any such Indebtedness (or any agent on its behalf) has a Lien on
any Collateral, such holder (or any agent on its behalf) has become a party or otherwise
subject to the Intercreditor Agreement;




(3) Liens in favor of the Company or any Guarantor;




(4) Liens on property of a Person existing at the time such property is acquired by the
Company or a Restricted Subsidiary of the Company or at the time such Person becomes a
Restricted Subsidiary of the Company or is merged with or into or consolidated with the
Company or any Restricted Subsidiary of the Company; provided that such Liens were in
existence prior to the contemplation of such property being acquired or such Person becoming
a Restricted Subsidiary of the Company or such merger or consolidation and do not extend to
any assets other than those of the property acquired or the Person that becomes a Restricted
Subsidiary of the Company or is merged with or into or consolidated with the Company or any
Restricted Subsidiary of the Company;




(5) Liens on property (including Capital Stock) existing at the time of acquisition of
the property by the Company or any Subsidiary of the Company; provided that such Liens were
in existence prior to such acquisition and not incurred in contemplation of, such
acquisition;




(6) Liens to secure the performance of statutory obligations, insurance, surety or
appeal bonds, workers compensation obligations, performance bonds or other obligations of a
like nature incurred in the ordinary course of business;




(7) Liens to secure Indebtedness permitted by Section 4.09(b)(4) covering only
the assets acquired with or financed by such Indebtedness;




(8)  Liens existing on the Issue Date;




(9) Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided that any reserve or other appropriate
provision as is required in conformity with GAAP has been made therefor;




(10) Liens imposed by law and Liens, such as carriers’, warehousemen’s, landlord’s,
contractors and mechanics’ Liens, in each case, incurred in the ordinary course of business;




(11) survey exceptions, easements or reservations of, or rights of others for,
licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions as to the use of real property that were
not incurred in connection with Indebtedness and that do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in the
operation of the business of such Person;




(12) Liens created for the benefit of (or to secure) the Notes (or any Note Guarantees)
and other Indenture Obligations;




(13) Liens to secure any Indebtedness permitted by Section 4.09(b)(5);
provided, however, that:




(A) the new Lien is limited to all or part of the same property and assets that secured
or, under the written agreements pursuant to which the original Lien arose, could secure the
original Lien (plus improvements and accessions to, such property or proceeds or
distributions thereof); and




(B) the Indebtedness secured by the new Lien is not increased to any amount greater
than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of
the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such
Permitted Refinancing Indebtedness; and (y) an amount necessary to pay any fees and
expenses, including premiums, related to such renewal, refunding, refinancing, replacement,
defeasance or discharge;




(14) any interest or title of a lessor, sublessor or licensor entered into in the
ordinary course of business and covering only the assets so leased or licensed, as the case
may be, and including any Liens arising from the filing of Uniform Commercial Code financing
statements as a precautionary measure in connection with operating leases;




(15) bankers’ Liens, rights of setoff and similar Liens with respect to cash and Cash
Equivalents on deposit in one or more bank accounts in the ordinary course of business
incurred in connection with the maintenance of such bank accounts;




(16)  Liens on cash, Cash Equivalents or other property arising in connection with the
defeasance, discharge or redemption of Indebtedness;




(17) Liens on specific items of inventory or other goods (and the proceeds thereof) of
any Person securing such Person’s obligations in respect of bankers’ acceptances issued or
created in the ordinary course of business for the account of such Person to facilitate the
purchase, shipment or storage of such inventory or other goods;




(18) Liens arising by reason of any judgment, decree or order, but not giving rise to
an Event of Default, so long as such Lien is adequately bonded and any appropriate legal
proceedings which may have been duly initiated for the review of such judgment decree on
order shall not have been finally terminated or the period within such proceedings may be
initiated shall not have expired;




(19) Liens incurred in the ordinary course of business of the Company or any of its
Restricted Subsidiaries with respect to obligations that do not exceed $5.0 million at any
one time outstanding;




(20) leases, subleases, licenses or sublicenses granted to others in the ordinary
course of business which do not materially interfere with the ordinary conduct of the
business of the Company or any Restricted Subsidiaries and do not secure any Indebtedness;




(21) Liens on the underlying fee interest of the owners of real property leased by the
Company or any Subsidiary of the Company, including any Liens that apply to the leasehold
interest of the Company or such Subsidiary of the Company by virtue of the underlying fee
interest being subject to such Liens; and




(22) Liens on any Crack Spread Hedging Cash Collateral to secure the obligations of the
Company or any of its Domestic Subsidiaries in favor of the issuer of any Crack Spread
Hedging Support LC so long as such issuer has become a party or otherwise subject to the
Intercreditor Agreement.



“Permitted Parent Payments” means payments in cash to Parent or any of its Subsidiaries on
account of Parent’s corporate expense allocation to the Company and its Subsidiaries; provided that
such payments shall not exceed $8.0 million per annum.



“Permitted Prior Liens” means:




(1) Liens described in clauses (1) (only with respect to RCF Priority Collateral), (2)
(only with respect to Crack Spread Hedging Collateral), (4), (5), (6), (7), (8), (11), (14),
(15), (16), (21) and/or (22) (only with respect to Crack Spread Hedging Collateral) of the
definition of “Permitted Liens;




(2) Liens described in clause (13) of the definition of “Permitted Liens,” but only to
the extent the original Lien referenced in such clause is a Permitted Prior Lien; and




(3) Permitted Liens that arise by operation of law and are not voluntarily granted, to
the extent entitled by law to priority over the Liens created by the RCF Collateral
Documents or the Collateral Documents



“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew,
refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its
Restricted Subsidiaries (other than intercompany Indebtedness); provided that:




(1) the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted value, if
applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or
discharged (plus all accrued interest on the Indebtedness and the amount of all fees and
expenses, including premiums, incurred in connection therewith);




(2)  such Permitted Refinancing Indebtedness has a final maturity date the same as or
later than the final maturity date of the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged and has a Weighted Average Life to Maturity that is equal
to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed,
refunded, refinanced, replaced, defeased or discharged;




(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged is subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of, and is
subordinated in right of payment to, the Notes on terms at least as favorable to the Holders
of Notes as those contained in the documentation governing the Indebtedness being renewed,
refunded, refinanced, replaced, defeased or discharged; and




(4) such Indebtedness is incurred either by the Company or the Restricted Subsidiary
who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced,
defeased or discharged.



“Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.



“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) to be
placed on all Notes issued under this Indenture except where otherwise permitted by the provisions
of this Indenture.



“QIB” means a “qualified institutional buyer” as defined in Rule 144A.



“RCF Agent” means the agent designated under the Intercreditor Agreement and shall initially
be the administrative agent for the lenders under the Revolving Credit Facility, together with its
successors and permitted assigns in such capacity.



“RCF Availability” shall have the meaning assigned to the term “Availability” in the Revolving
Credit Facility as in effect on the Issue Date, and shall be determined in a commercially
reasonable manner pursuant to the terms of the Revolving Credit Facility.



“RCF Availability Deficit” shall be deemed to exist at any time when the RCF Availability at
such time is less than the RCF Availability Threshold at such time; provided, however, that an RCF
Availability Deficit shall be deemed not to exist at any time the Revolving Credit Facility does
not contain a limitation on the making of an Excess Cash Flow Offer based on the “Availability”
thereunder.



“RCF Availability Threshold” shall mean, at any time, an amount equal to 10.0% of the
aggregate principal amount of the revolving commitments under the Revolving Credit Facility in
effect at such time; provided that at any time the Revolving Credit Facility does not contain a
limitation on the making of an Excess Cash Flow Offer based on the “Availability” thereunder, the
RCF Availability Threshold at such time shall be zero.



“RCF Collateral Documents” means the Revolving Credit Facility, the RCF Mortgages (as defined
in the Intercreditor Agreement) and any other agreement, document or instrument pursuant to which a
Lien is granted securing any RCF Claims or under which rights or remedies with respect to such
Liens are governed.



“RCF Claims” means all Obligations secured by a Permitted Lien described in clause (1) of the
definition thereof.



“RCF Event of Default” shall mean (a) an “Event of Default” under, and as defined in, the
Revolving Credit Facility, or (b) a “Default” under, and as defined in, the Revolving Credit
Facility, in respect of (i) failure by the Company to deliver its financial statements as required
under the terms thereof or (ii) an involuntary bankruptcy proceeding commenced in respect of the
Company, in each case, except where such Event of Default or such Default shall have been waived
pursuant to the Revolving Credit Facility or cured for more than 5 business days.



“RCF Priority Collateral” means (i) all accounts receivables (other than accounts receivables
arising under contracts for the sale of Collateral that do not constitute RCF Priority Collateral);
(ii) (a) all supply contracts, offtake agreements and similar contracts to which the Company or any
Guarantor is a party and pursuant to which the Company or any Guarantor sells inventory or renders
services, (b) all contracts between the Company or any Guarantor and any other Person whereby the
Company or such Guarantor is entitled to receive inventory, or the benefit of inventory, pursuant
to an inventory exchange arrangement with such other Person and (c) all Hedge Agreements (including
any Permitted Crack Spread Hedge Agreement); (iii) all chattel paper (including electronic chattel
paper); (iv) all tax refunds of any kind; (v) all commercial tort claims; (vi) except to the extent
constituting Notes Priority Collateral, all deposit accounts and securities accounts and all cash,
cash equivalents, checks and other negotiable instruments, funds or other evidences of payment and
all financial assets held on deposit therein or credited thereto and all security entitlements
arising therefrom; (viii) all commodity accounts and commodity contracts; (ix) all inventory; (x)
all rights to business interruption insurance; (xi) all documents, general intangibles (other than
intellectual property and the Capital Stock of any Subsidiary of the Company), instruments,
investment property (other than the Capital Stock of any Subsidiary of the Company) and letter of
credit rights; (xii) all proceeds, including insurance proceeds, of any of the foregoing and all
collateral security and guarantees or other credit support given by any Person with respect to any
of the foregoing; and (xiii) all books and records relating to any of the foregoing.



“Registration Rights Agreement” means the Registration Rights Agreement, dated as of October
22, 2009, among the Company and the Initial Purchaser, as such agreement may be amended, modified
or supplemented from time to time.



“Regulation S” means Regulation S promulgated under the Securities Act.



“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S
Permanent Global Note, as applicable.



“Regulation S Permanent Global Note” means a permanent Global Note substantially in the form
of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or its nominee,
issued in an initial denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Note upon termination of the Restricted Period.



“Regulation S Temporary Global Note” means a temporary Global Note substantially in the form
of Exhibit A2 hereto and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee, issued in an initial denomination equal to the outstanding principal
amount of the Notes initially sold by the Initial Purchaser in reliance on Rule 903 of Regulation
S.



“Responsible Officer,” when used with respect to the Trustee, means any officer within the
corporate trust department of the Trustee (or any successor group of the Trustee) or any other
officer of the Trustee customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and familiarity with the
particular subject.



“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.



“Restricted Global Note” means a Global Note bearing the Private Placement Legend.



“Restricted Investment” means an Investment other than a Permitted Investment.



“Restricted Period” means the 40-day distribution compliance period as defined in Regulation
S; provided that for purposes of the provisions of this Indenture relating to the Regulation S
Temporary Global Note such period will be deemed to terminate only as provided in Section
2.01(c).



“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an
Unrestricted Subsidiary.



“Revolving Credit Facility” means that certain Amended and Restated Loan and Security
Agreement, dated as of October 22, 2009, by and among the Company, each other party joined as a
borrower thereunder from time to time, Holdings, the financial institutions party thereto from time
to time as lenders and Bank of America, N.A., as administrative agent, including any related notes,
Guarantees, collateral documents, instruments and agreements executed in connection therewith, and,
in each case, as initially or successively amended, restated, modified, renewed, refunded, replaced
in any manner (whether upon or after termination or otherwise) or refinanced (including by means of
sales of debt securities to institutional investors) in whole or in part from time to time.



“Rule 144” means Rule 144 promulgated under the Securities Act.



“Rule 144A” means Rule 144A promulgated under the Securities Act.



“Rule 903” means Rule 903 promulgated under the Securities Act.



“Rule 904” means Rule 904 promulgated under the Securities Act.



“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.



“SEC” means the Securities and Exchange Commission.



“Securities Act” means the Securities Act of 1933, as amended.



“Security Agreement” means the Security Agreement, to be dated as of the Issue Date, among the
Company and the Guarantors (if any) in favor of the Collateral Agent, as amended or supplemented
from time to time in accordance with its terms.



“Shelf Registration Statement” means the Shelf Registration Statement as defined in the
Registration Rights Agreement.



“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the
Securities Act, as such regulation is in effect on the Issue Date.



“Special Interest” has the meaning assigned to that term pursuant to the Registration Rights
Agreement.



“Stated Maturity” means, with respect to any installment of interest or principal on any
Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in
the documentation governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date originally scheduled
for the payment thereof.



“Subsidiary” means, with respect to any specified Person:



(1) any corporation, association or other business entity of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the occurrence of any
contingency and after giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) to vote in the election of directors, managers or trustees of
the corporation, association or other business entity is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and



(2) any partnership or limited liability company of which (a) more than 50% of the capital
accounts, distribution rights, total equity and voting interests or general and limited partnership
interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or
more of the other Subsidiaries of that Person or a combination thereof, whether in the form of
membership, general, special or limited partnership interests or otherwise, and (b) such Person or
any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.



“Synthetic Lease” means, as to any Person, any lease (including leases that may be terminated
by the lessee at any time) of real or personal property, or a combination thereof, (a) that is
accounted for as an operating lease under GAAP and (b) in respect of which the lessee is deemed to
own the property so leased for U.S. federal income tax purposes, other than any such lease under
which such Person is the lessor.



“Synthetic Lease Obligations” means, as to any Person, an amount equal to the capitalized
amount of the remaining lease payments under any Synthetic Lease (determined, in the case of a
Synthetic Lease providing for an option to purchase the leased property, as if such purchase were
required at the end of the term thereof) that would appear on a balance sheet of such Person
prepared in accordance with GAAP if such obligations were accounted for as Capital Lease
Obligations.



“TIA” means the Trust Indenture Act of 1939, as amended.



“Treasury Rate” means as of the applicable redemption date, the yield to maturity as of such
redemption date of constant maturity United States Treasury securities (as compiled and published
in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly
available at least two Business Days prior to such redemption date (or, if such statistical release
is no longer published, any publicly available source of similar market data)) most nearly equal to
the period from such redemption date to October 15, 2012; provided, however, that if no published
maturity exactly corresponds with such date, then the Treasury Rate shall be interpolated or
extrapolated on a straight-line basis from the arithmetic mean of the yields for the next shortest
and next longest published maturities; provided further, however, that if the period from such
redemption date to October 15, 2012, is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one year will be used.



“Trustee” means Wilmington Trust FSB until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means the successor serving hereunder.



“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required
to bear the Private Placement Legend.



“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear
the Private Placement Legend.



“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board
of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of
Directors, but only to the extent that such Subsidiary:




(1) has no Indebtedness other than Non-Recourse Debt;




(2)  except as permitted by Section 4.11 is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted Subsidiary of the
Company unless the terms of any such agreement, contract, arrangement or understanding are
no less favorable to the Company or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company;




(3) is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person’s financial condition or to cause such
Person to achieve any specified levels of operating results; and




(4) has not guaranteed or otherwise directly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries.



“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities
Act.



“Valero” means Valero Refining and Marketing Company, a Delaware corporation.



“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote in the election of the Board of Directors of such Person.



“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing:




(1) the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date
and the making of such payment; by




(2) the then outstanding principal amount of such Indebtedness.



“Wholly-Owned Subsidiary” of any Person means a Restricted Subsidiary of such Person all of
the outstanding Equity Interests or other ownership interests of which (other than directors’
qualifying shares and other nominal amounts required to be held by local nationals under applicable
law) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such
Person.



Section 1.02 Other Definitions.



	 	 	 	 	 
	
 
	 	Defined in

	Term

	 	Section

	 

	 	 	 	 
	“Act”.

	 	 	13.15	 
	“Action”.

	 	 	10.10	 
	“Affiliate Transaction”.

	 	 	4.11	 
	“Asset Sale Offer”.

	 	 	4.10	 
	“Authentication Order”.

	 	 	2.02	 
	“Calculation Date”.

	 	Definition of “Fixed Charge

Coverage Ratio”

	“Change of Control Offer”.

	 	 	4.15	 
	“Change of Control Payment”.

	 	 	4.15	 
	“Change of Control Payment Date”.

	 	 	4.15	 
	“Covenant Defeasance”.

	 	 	8.03	 
	“Deferred Excess Cash Flow Amount.

	 	 	4.16	 
	“Deferred Excess Cash Flow Offer Trigger Date

	 	 	4.16	 
	“DTC”.

	 	 	2.03	 
	“Event of Default”.

	 	 	6.01	 
	“Excess Cash Flow Offer”.

	 	 	4.16	 
	“Excess Cash Flow Offer Amount”.

	 	 	4.16	 
	“Excess Cash Flow Payment”.

	 	 	4.16	 
	“Excess Cash Flow Offer Payment Date”.

	 	 	4.16	 
	“Excess Proceeds”.

	 	 	4.10	 
	“Excess Proceeds Payment Date”.

	 	 	4.10	 
	“incur”.

	 	 	4.09	 
	“Legal Defeasance”.

	 	 	8.02	 
	“Paying Agent”.

	 	 	2.03	 
	“Permitted Debt”.

	 	 	4.09	 
	“Payment Default”.

	 	 	6.01	 
	“Premises”.

	 	 	4.22	 
	“Registrar”.

	 	 	2.03	 
	“Restricted Payments”.

	 	 	4.07	 






Section 1.03 Incorporation by Reference of Trust Indenture Act.



Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.



The following TIA terms used in this Indenture have the following meanings:



“indenture securities” means the Notes;



“indenture security Holder” means a Holder of a Note;



“indenture to be qualified” means this Indenture;



“indenture trustee” or “institutional trustee” means the Trustee; and



“obligor” on the Notes and the Note Guarantees means the Company and the Guarantors,
respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.



All other terms used in this Indenture that are defined by the TIA, defined by TIA reference
to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.



Section 1.04 Rules of Construction.



Unless the context otherwise requires:




(1) a term has the meaning assigned to it;




(2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




(3) “or” is not exclusive;




(4) words in the singular include the plural, and in the plural include the singular;




(5) provisions apply to successive events and transactions;




(6) “will” shall be interpreted to express a command;




(7) “including” means including without limitation; and




(8) references to sections of or rules under the Securities Act and Exchange Act will
be deemed to include substitute, replacement and successor sections or rules adopted by the
SEC from time to time.



ARTICLE 2

THE NOTES




Section 2.01 Form and Dating.



(a) General. The Notes and the Trustee’s certificate of authentication will be substantially
in the form of Exhibits A1 and A2 hereto, subject to the presence or absence of
Global Note Legends and Private Placement Legends and other variations contemplated by this
Indenture; provided, that the form of the Exchange Notes shall include such variations as are
permitted or required by the Registration Rights Agreement (as evidenced by the Company’s execution
of such Exchange Notes). The Notes may have notations, legends or endorsements required by law or
stock exchange rule or otherwise consistent with market practice. Each Note will be dated the date
of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. Notwithstanding any provision of this Indenture or the Notes (a) any pro
rata redemptions or repurchases of the Notes by the Company pursuant to this Indenture shall be
made in a manner that preserves the authorized denominations of the Notes, and (b) the selection of
Notes to be redeemed or repurchased will be based on a method that most nearly approximates pro
rata selection that the Trustee deems fair and appropriate, including by lot or other method,
unless otherwise required by law or applicable stock exchange requirements, subject, in the case of
Global Notes, to the applicable rules and procedures of the Depositary.



The terms and provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Company, the Guarantors (if any) and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and provisions and to be
bound thereby. However, to the extent any provision of any Note conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.



(b) Global Notes. Notes issued in global form will be substantially in the form of
Exhibits A1 or A2 hereto (including the Global Note Legend thereon and the “Schedule of
Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will
be substantially in the form of Exhibit A1 hereto (but without the Global Note Legend
thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).
Each Global Note will represent such of the outstanding Notes as will be specified therein and each
shall provide that it represents the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect transfers,
exchanges, redemptions, repurchases, cancellations and other changes therein. Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee.



(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued
initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf
of the purchasers of beneficial interests in the Notes represented thereby with the Custodian, and
registered in the name of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. For purposes of this Section 2.01(c)
or as otherwise specified in this Indenture, the Restricted Period will be terminated upon the
expiration of the 40-day distribution compliance period as defined in Regulation S and upon receipt
by the Trustee of:




(1) a written certificate from the Depositary, together with copies of certificates
from Euroclear and Clearstream, certifying that they have received certification of
non-United States beneficial ownership of 100% of the aggregate principal amount of the
Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof
who acquired an interest therein during the Restricted Period pursuant to another exemption
from registration under the Securities Act and who will take delivery of a beneficial
interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend, all
as contemplated by Section 2.06(b)); or




(2) an Officers’ Certificate from the Company certifying non-United States beneficial
ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global
Note (except to the extent of any beneficial owners thereof who acquired an interest therein
during the Restricted Period pursuant to another exemption from registration under the
Securities Act and who will take delivery of a beneficial interest in a 144A Global Note or
an IAI Global Note bearing a Private Placement Legend, all as contemplated by Section
2.06(b)).



Following the termination of the Restricted Period, all beneficial interests in the Regulation
S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent
Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the
Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note.



(d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will
be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and
the Regulation S Permanent Global Note that are held by Participants through Euroclear or
Clearstream.



(e) Neither the Company nor the Trustee will have any responsibility or obligation to any
Holder, Participant or Indirect Participant of the Depositary or any other Person with respect to
the accuracy of the records of the Depositary or its nominee, or of any Participant or Indirect
Participant thereof, with respect to the ownership interest in the Notes or with respect to the
delivery of any notice (including any notice of redemption) or the payment of any amount or
delivery of any Notes (or other security or property) under or with respect to the Notes. The
Company and the Trustee may rely (and shall be fully protected in relying) upon information
furnished by the Depositary with respect to its Participants and Indirect Participants and any
owners of beneficial interests in Notes. Nothing herein shall prevent the Company, the Trustee or
any agent of the Company or the Trustee, from giving effect to any such written certification,
proxy or other authorization furnished by the Depositary or impair, as between the Depositary and
the Participants and Indirect Participants of the Depositary, the operation of customary practices
governing the exercise of the rights of a Holder of any Note.



Section 2.02 Execution and Authentication.



At least one Officer of the Company must sign the Notes for the Company and at least one
Officer of each Guarantor must sign the Note Guarantee for such Guarantor, in each case, by manual
or facsimile signature. The failure of an Officer whose signature is on a Note to continue to hold
that office at the time a Note is authenticated will not affect the validity of the Note.



A Note will not be valid until authenticated by the manual signature of the Trustee. Such
signature will be conclusive evidence that the Note has been authenticated under this Indenture.



The Trustee shall authenticate and deliver: (i) on the Issue Date, an aggregate principal
amount of $216.5 million of Initial Notes, and (ii) Exchange Notes to be issued in an Exchange
Offer pursuant to the Registration Rights Agreement, for a like principal amount of Initial Notes,
in each case upon receipt of a written order of the Company signed by two Officers (an
“Authentication Order”). The Trustee shall also authenticate and deliver Notes from time to time
as contemplated elsewhere in this Indenture upon receipt of an Authentication Order. Each
Authentication Order shall specify the Person(s) in the name(s) of which the Notes are to be
registered, the amount of the Notes to be authenticated and the date on which the original issue of
the Notes is to be authenticated. The aggregate principal amount of Notes outstanding at any time
may not exceed $216.5 million, except as provided in Section 2.07.



The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such an
agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company
and its Affiliates.



Section 2.03 Registrar and Paying Agent; Depositary and Custodian.



The Company will maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for
payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer
and exchange. The Company may appoint one or more co-registrars and one or more additional paying
agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent. The Company may change any Paying Agent or Registrar without notice to
any Holder. The Company will notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries
may act as Paying Agent or Registrar.



The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with
respect to the Global Notes.



The Company initially appoints the Trustee to act as the Registrar and Paying Agent under this
Indenture.



The Company initially appoints Wilmington Trust FSB to act as Custodian with respect to the
Global Notes.



Section 2.04 Paying Agent to Hold Money in Trust.



The Company will require each Paying Agent other than the Company or the Trustee to agree in
writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of principal, premium or Special Interest, if any,
or interest on the Notes, and will notify the Trustee of any Default by the Company in making any
such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all
money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than
the Company or a Subsidiary) will have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or similar
reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the
Notes.



Section 2.05 Holder Lists.



The Trustee will preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders. If the Trustee is not the
Registrar, the Company will furnish to the Trustee at least seven Business Days before each regular
record date and at such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA § 312(a).



Section 2.06 Transfer and Exchange.



(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes will be
exchangeable for Definitive Notes, as provided below, if:




(1) the Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is not
appointed by the Company within 120 days after the date of such notice from the Depositary;




(2) the Company in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee; provided that in no event shall the Regulation S Temporary Global
Note be exchanged by the Company for Definitive Notes prior to the termination of the
Restricted Period;  or




(3) there has occurred and is continuing a Default or Event of Default with respect to
the Notes and the Depositary has requested that Definitive Notes be issued.



Upon the occurrence of any of the events specified in clauses (1), (2) or (3) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee.
Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections
2.07 and 2.10. Every Note authenticated and delivered in exchange for, or in lieu of,
a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections
2.07 or 2.10, shall be authenticated and delivered in the form of, and shall be, a
Global Note, except for Definitive Notes issued pursuant to subparagraphs (1), (2) and (3) of this
Section 2.06(a) and Section 2.06(c). A Global Note may not be exchanged for
another Note other than as contemplated by this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b),
(c) or (f).



(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes will be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also will require compliance with either subparagraph (1) or (2)
below, as applicable, and, to the extent applicable, one or more of the other following
subparagraphs:




(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend; provided, however, that
prior to the termination of the Restricted Period, transfers of beneficial interests in the
Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or
benefit of a U.S. Person (other than the Initial Purchaser).  Beneficial
interests in any Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note. No written
orders or instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(1).




(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests in a Global Note that
are not subject to Section 2.06(b)(1), the transferor of such beneficial interest
must deliver to the Registrar either:




(A) both:




(1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be
transferred or exchanged; and




(2) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with
such increase; or




(B) both:




(1) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged; and




(2) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in subparagraph
(1) above;




provided that in no event shall Definitive Notes be issued upon the transfer
or exchange of beneficial interests in the Regulation S Temporary Global
Note prior to the termination of the Restricted Period, except in the case
of a transfer pursuant to an exemption from the registration requirements of
the Securities Act other than Rule 903 or Rule 904.



Upon consummation of an Exchange Offer by the Company, the requirements of this Section
2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the
instructions contained in the Letter of Transmittal delivered by the holder of such beneficial
interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for
transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the
Notes, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to
Section 2.06(h).




(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(2) and the Registrar
receives the following:




(A) if the transferee will take delivery in the form of a beneficial interest
in the 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B, including the certifications in item (1) thereof;




(B) if the transferee will take delivery in the form of a beneficial interest
in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note,
then the transferor must deliver a certificate in the form of Exhibit B,
including the certifications in item (2) thereof; and




(C) if the transferee will take delivery in the form of a beneficial interest
in the IAI Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the applicable certifications, certificates
and Opinion of Counsel required by item (3) thereof.




(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer
complies with the requirements of Section 2.06(b)(2) and:




(A) such exchange or transfer is effected pursuant to the Exchange Offer and
the holder of the beneficial interest to be transferred, in the case of an exchange,
or the transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (i) a Participating Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who is an
affiliate (as defined in Rule 144) of the Company;




(B) such transfer is effected pursuant to the Shelf Registration Statement;




(C) such transfer is effected by a Participating Broker-Dealer pursuant to the
Exchange Offer Registration Statement; or




(D) the Registrar receives the following:




(1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such holder in the form
of Exhibit C hereto, including the certifications in item (1)(a)
thereof; or




(2) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form of
Exhibit B hereto, including the applicable certifications in item
(4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar and the Company to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.



If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above (subject to
subsequent reductions and/or increases in such aggregate principal amount pursuant to Section
2.01(b)).



Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global
Note.



(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.




(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If
any holder of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation:




(A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder to the effect set forth in Exhibit C hereto,
including the certifications in item (2)(a) thereof;




(B) if such beneficial interest is being transferred to a QIB in accordance
with Rule 144A, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (1) thereof;




(C) if such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item
(2) thereof;




(D) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule
144, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(a) thereof;




(E) if such beneficial interest is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements
of the Securities Act other than those listed in subparagraphs (B) through (D)
above, a certificate to the effect set forth in Exhibit B hereto, including
the applicable certifications, certificates and Opinion of Counsel required by item
(3) thereof;




(F) if such beneficial interest is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or




(G) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof,




the Trustee shall cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(h), and the Company shall execute and
the Trustee shall authenticate and deliver to the Person designated in the instructions a
Definitive Note in the designated principal amount. Any Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this Section
2.06(c) shall be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant. The Trustee
shall deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained therein.




(2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.
Notwithstanding Sections 2.06(c)(1)(A) and 2.06(c)(1)(C), a beneficial
interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive
Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note
prior to the termination of the Restricted Period, except in the case of a transfer pursuant
to an exemption from the registration requirements of the Securities Act other than Rule 903
or Rule 904.




(3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:




(A) such exchange or transfer is effected pursuant to the Exchange Offer and
the holder of such beneficial interest, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (i) a Participating Broker-Dealer, (ii) a Person
participating in the distribution of the Exchange Notes or (iii) a Person who is an
affiliate (as defined in Rule 144) of the Company;




(B) such transfer is effected pursuant to the Shelf Registration Statement;




(C) such transfer is effected by a Participating Broker-Dealer pursuant to the
Exchange Offer Registration Statement; or




(D) the Registrar receives the following:




(1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note, a certificate from such holder to the effect set forth in
Exhibit C hereto, including the certifications in item (1)(b)
thereof; or




(2) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of an Unrestricted Definitive Note, a
certificate from such holder to the effect set forth in Exhibit B
hereto, including the applicable certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar and the Company to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.




(4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.
If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction
of the conditions set forth in Section 2.06(b)(2), the Trustee will cause the
aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h), and the Company will execute and the Trustee will authenticate
and deliver to the Person designated in the instructions a Definitive Note in the designated
principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant
to this Section 2.06(c)(4) will be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial interest requests
through instructions to the Registrar from or through the Depositary and the Participant or
Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in
whose names such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private
Placement Legend.



(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.




(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If
any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a
Person who takes delivery thereof in the form of a beneficial interest in a Restricted
Global Note, then, upon receipt by the Registrar of the following documentation:




(A) if the Holder of such Restricted Definitive Note proposes to exchange such
Note for a beneficial interest in a Restricted Global Note, a certificate from such
Holder to the effect set forth in Exhibit C hereto, including the
certifications in item (2)(b) thereof;




(B) if such Restricted Definitive Note is being transferred to a QIB in
accordance with Rule 144A, a certificate to the effect set forth in Exhibit
B hereto, including the certifications in item (1) thereof;




(C) if such Restricted Definitive Note is being transferred to a Non-U.S.
Person in an offshore transaction in accordance with Rule 903 or Rule 904, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;




(D) if such Restricted Definitive Note is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements
of the Securities Act other than those listed in subparagraphs (B) and (C) above, a
certificate to the effect set forth in Exhibit B hereto, including the
applicable certifications, certificates and Opinion of Counsel required by item (3)
thereof; or




(E) if such Restricted Definitive Note is being transferred to the Company or
any of its Subsidiaries, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(b) thereof,




the Trustee will cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above, the
appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global
Note, in the case of clause (C) above, the Regulation S Global Note, and in all
other cases, the IAI Global Note.




(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only if:




(A) such exchange or transfer is effected pursuant to the Exchange Offer and
the Holder, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (i) a
Participating Broker-Dealer, (ii) a Person participating in the distribution of the
Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the
Company;




(B) such transfer is effected pursuant to the Shelf Registration Statement;




(C) such transfer is effected by a Participating Broker-Dealer pursuant to the
Exchange Offer Registration Statement; or




(D) the Registrar receives the following:




(1) if the Holder of such Definitive Notes proposes to exchange such
Notes for a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder to the effect set forth in Exhibit C
hereto, including the certifications in item (1)(c) thereof; or




(2) if the Holder of such Definitive Notes proposes to transfer such
Notes to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder to the effect set forth in Exhibit B hereto, including the
applicable certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar and the Company to the effect that such
exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.




Upon satisfaction of the conditions of any of the subparagraphs in this Section
2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be
increased the aggregate principal amount of the Unrestricted Global Note accordingly.




(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will
cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Unrestricted Global Notes accordingly.




If any such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an
Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt
of an Authentication Order in accordance with Section 2.02, the Trustee will
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to
the principal amount of Definitive Notes so exchanged or transferred (subject to subsequent
reductions and/or increases in such aggregate principal amount pursuant to Section
2.01(b)).



(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holder’s compliance with the provisions of this Section
2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to
such registration of transfer or exchange, the requesting Holder must present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized
in writing. In addition, the requesting Holder must provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this
Section 2.06(e).




(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take
delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the
following:




(A) if the transfer will be made pursuant to Rule 144A, then the transferor
must deliver a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (1) thereof;




(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (2) thereof; and




(C) if the transfer will be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the applicable
certifications, certificates and Opinion of Counsel required by item (3) thereof.




(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note
or transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:




(A) such exchange or transfer is effected pursuant to the Exchange Offer and
the Holder, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (i) a
Participating Broker-Dealer, (ii) a Person participating in the distribution of the
Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the
Company;




(B) any such transfer is effected pursuant to the Shelf Registration Statement;




(C) any such transfer is effected by a Participating Broker-Dealer pursuant to
the Exchange Offer Registration Statement; or




(D) the Registrar receives the following:




(1) if the Holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate from
such Holder to the effect set forth in Exhibit C hereto, including
the certifications in item (1)(d) thereof; or




(2) if the Holder of such Restricted Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder to the
effect set forth in Exhibit B hereto, including the applicable
certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (D), if the Registrar so
requests, an Opinion of Counsel in form reasonably acceptable to the Registrar and
the Company to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain compliance with
the Securities Act.




(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof
in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such
a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the
instructions from the Holder thereof.



(f) Exchange Offer. Upon the consummation of the Exchange Offer, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee will
authenticate:




(1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes accepted for
exchange in the Exchange Offer by Persons that certify in the applicable Letters of
Transmittal that (A) they are not Participating Broker-Dealers, (B) they are not
participating in a distribution of the Exchange Notes and (C) they are not affiliates (as
defined in Rule 144) of the Company; and




(2) Unrestricted Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange
Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not
Participating Broker-Dealers, (B) they are not participating in a distribution of the
Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company.



Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly pursuant to Section
2.06(h), and the Company will execute and the Trustee will authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in
the designated principal amounts.



(g) Legends. The following legends will appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions
of this Indenture.




(1) Private Placement Legend.




(A) Except as permitted by subparagraph (B) below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution thereof)
shall bear the legend in substantially the following form:




“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.




THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),
(B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (C) IT
IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1),
(2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY ) ONLY (A) TO THE COMPANY OR
ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
U.S. WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2),
(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR
ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S OR REGISTRAR’S, AS APPLICABLE, RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (E) OR (F) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF
TRANSFER IN THE FORM ACCOMPANYING THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”




(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraphs (b)(4), (c)(3), (c)(4),
(d)(2), (d)(3), (e)(2), (e)(3) or (f) of
this Section 2.06 or as to which the Company or the Holder thereof has
requested the removal of the Private Placement Legend after the Resale Restriction
Termination Date (and all Notes issued in exchange therefor or substitution thereof)
will not bear the Private Placement Legend.




(2) Global Note Legend. Each Global Note will bear a legend in substantially the
following form:




“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.




UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)
(“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”




(3) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note
will bear a legend in substantially the following form:




“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE
(AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S
TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”




(4) Original Issue Discount Legend. Each Note will bear a legend in substantially the
following form:




“THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (AS DEFINED IN § 1273(A) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND TREASURY REGULATIONS § 1.1273-1 PROMULGATED
THEREUNDER). THE COMPANY AGREES TO PROVIDE TO HOLDERS OF NOTES, UPON WRITTEN REQUEST, THE
ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY. ANY SUCH
WRITTEN REQUEST SHOULD BE SENT TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT THE
FOLLOWING ADDRESS: ALON REFINING KROTZ SPRINGS, INC., 7616 LBJ FREEWAY, SUITE 300, DALLAS,
TX 75251.”



(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests
in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or canceled in full, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to
such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in another Global Note
or one or more Definitive Notes, the principal amount of Notes represented by such Global Note will
be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note will be increased
accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary
at the direction of the Trustee to reflect such increase.



(i) General Provisions Relating to Transfers and Exchanges.




(1) To permit registrations of transfers and exchanges, the Company will execute and
the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an
Authentication Order or at the Registrar’s request.




(2) No service charge will be assessed to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange pursuant to Sections 2.10,
3.06, 4.10, 4.15, 4.16 and 9.05, except to the
extent that any such exchange involves a transfer of such beneficial interest or Definitive
Note to a third party).




(3) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes will be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.




(4) Neither the Registrar nor the Company will be required:




(A) to issue, to register the transfer of or to exchange any Notes during a
period beginning at the opening of business 15 days before the day of any selection
of Notes for redemption under Section 3.02 and ending at the close of
business on the day of selection;




(B) to register the transfer of or to exchange any Note selected for redemption
in whole or in part, except the unredeemed portion of any Note being redeemed in
part; or




(C) to register the transfer of or to exchange a Note between a record date and
the next succeeding interest payment date.




(5) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is
registered as the sole and absolute owner of such Note for the purpose of receiving payment
of principal of and interest on such Notes and for all other purposes, and none of the
Trustee, any Agent or the Company shall be affected by notice to the contrary.




(6) The Trustee will authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 2.02.




(7) All certifications, certificates and Opinions of Counsel required to be submitted
to the Registrar pursuant to this Section 2.06 to effect a registration of transfer
or exchange may be submitted by facsimile.




(8) By its acceptance of any Note bearing the Global Note Legend or Private Placement
Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note
set forth in this Indenture and in the Global Note Legend or Private Placement Legend, as
applicable, and agrees that it shall transfer such Note only as provided in this Indenture.




(9) The Registrar shall retain copies of all letters, notices and other written
communications received pursuant to this Section 2.06.



Section 2.07 Replacement Notes.



If any mutilated Note is surrendered to the Trustee or the Company, or the Trustee and the
Company receive evidence to their satisfaction of the destruction, loss or theft of any Note, the
Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a
replacement Note if the additional requirements set forth below are met. If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the
judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the
Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note
is replaced. The Company may charge for its expenses in replacing a Note.



Every replacement Note is an additional obligation of the Company and will be entitled to all
of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.



Section 2.08 Outstanding Notes.



The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, the portion of any Global Note as to
which the principal amount thereof has been reduced by the Trustee in accordance with the
provisions hereof, to the extent of such reduction, and those described in this Section
2.08 as not outstanding. Except as set forth in Section 2.09, a Note does not cease to
be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes
held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for
purposes of Section 3.07(a).



If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.



If the principal amount of any Note is considered paid under Section 4.01, it ceases
to be outstanding and interest on it ceases to accrue.



If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof)
holds, on a repurchase date, redemption date or maturity date, money sufficient to pay Notes
payable on that date, then on and after that date such Notes will be deemed to be no longer
outstanding and will cease to accrue interest.



Section 2.09 Treasury Notes.



In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with
the Company or any Guarantor, will be considered as though not outstanding, except that for the
purposes of determining whether the Trustee will be protected in relying on any such direction,
waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be
so disregarded. Notwithstanding the foregoing, Notes that are to be acquired by the Company or a
Subsidiary of the Company pursuant to an exchange offer, tender offer or other agreement shall not
be deemed to be owned by such entity until legal title to such Notes passes to such entity.



Section 2.10 Temporary Notes.



Until certificates representing Notes are ready for delivery, the Company may prepare and
execute, and the Trustee, upon receipt of an Authentication Order, will authenticate temporary
Notes. Temporary Notes will be substantially in the form of definitive Notes but may have
variations that the Company considers appropriate for temporary Notes, as evidenced by the
execution of the Note, and as may be reasonably acceptable to the Trustee.



The Company shall cause definitive Notes to be prepared without unreasonable delay. After the
preparation of the definitive Notes, the temporary Notes shall be exchanged for definitive Notes
upon surrender of the temporary Notes at the office or agency of the Company, without charge to the
Holder. Upon surrender for cancellation of one or more temporary Notes, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefore a like principal amount of
definitive Notes of authorized denominations. Until so exchanged, holders of temporary Notes will
be entitled to all of the same benefits of this Indenture as holders of definitive Notes.



Section 2.11 Cancellation.



The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent will forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee will cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject
to applicable record retention requirements of the Exchange Act and the Trustee). Certification of
the cancellation of all canceled Notes will be delivered to the Company upon request. The Company
may not issue new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation other than in connection with the transfer, exchange or replacement
thereof. To the extent that any Notes are held in the form of Global Notes and less than all of
such Global Notes are to be cancelled, the reduction of the principal amount of any such Global
Note and the Registrar’s notation of such cancellation on its books and records shall be deemed to
satisfy any cancellation requirement, provided that certification of such cancellation shall be
delivered to the Company upon request.



Section 2.12 Defaulted Interest.



If the Company defaults in a payment of interest on the Notes, it will pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01. If defaulted interest on the Notes shall
become payable, the Company will notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment. The Company will fix or
cause to be fixed each such special record date and payment date; provided that no such special
record date may be less than 10 days prior to the related payment date for such defaulted interest.
At least 15 days before the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed
to Holders a notice that states the special record date, the related payment date and the amount of
such interest to be paid.



Section 2.13 CUSIP Numbers.



The Company in issuing the Notes may use CUSIP, ISIN or other such numbers (if then generally
in use), and, if so, the Trustee shall use CUSIP, ISIN or other such numbers in notices of
redemption as a convenience to Holders; provided, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change
in the CUSIP, ISIN or other numbers.



ARTICLE 3

REDEMPTION AND PREPAYMENT




Section 3.01 Notices to Trustee.



If the Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07, it must furnish to the Trustee, at least 30 days but not more than 60 days
before a redemption date, an Officers’ Certificate setting forth:




(1) the provision of this Indenture pursuant to which the redemption shall occur;




(2) the redemption date;




(3) the principal amount of Notes to be redeemed; and




(4) the redemption price,



except that such an Officer’s Certificate may be furnished to the Trustee more than 60 days prior
to a redemption date if the Officer’s Certificate is furnished in connection with a defeasance of
the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or
12, respectively.



Section 3.02 Selection of Notes to Be Redeemed or Purchased.



If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any
time, the Trustee will select Notes for redemption or purchase based on a method that most nearly
approximates a pro rata selection that the Trustee deems fair and appropriate, including by lot or
other method, unless otherwise required by law or applicable stock exchange requirements, subject,
in the case of Global Notes, to the applicable rules and procedures of the Depositary.



In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or
purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption or purchase date by the Trustee from the outstanding Notes not
previously called for redemption or purchase, subject, in the case of Global Notes, to the
applicable rules and procedures of the Depositary.



The Trustee will promptly notify the Company in writing of the Notes selected for redemption
or purchase and, in the case of any Note selected for partial redemption or purchase, the principal
amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in
minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof; except that if all of
the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held
by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as
provided in the preceding sentence, provisions of this Indenture that apply to Notes called for
redemption or purchase also apply to portions of Notes called for redemption or purchase.



Section 3.03 Notice of Redemption.



At least 30 days but not more than 60 days before a redemption date, the Company will mail or
cause to be mailed, by first class mail (or in the case of Global Notes, subject to the applicable
rules and procedures of the Depositary, by electronic transmission), a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address, except that redemption notices may
be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a
defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles
8 or 12, respectively.



The notice will identify the Notes to be redeemed and will state:




(1) the redemption date;




(2) the redemption price;




(3) if any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, in the case of Definitive Notes, after the redemption date
upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed
portion will be issued upon cancellation of the original Note;




(4) in the case of Definitive Notes, the name and address of the Paying Agent;




(5) in the case of Definitive Notes, that Notes called for redemption must be
surrendered to the Paying Agent to collect the redemption price;




(6) that, unless the Company defaults in making such redemption payment, interest on
Notes called for redemption ceases to accrue on and after the redemption date;




(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and




(8) that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.



At the Company’s request, the Trustee will give the notice of redemption in the Company’s name
and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45
days (unless a shorter time shall be acceptable to the Trustee) prior to the redemption date, an
Officers’ Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.



Section 3.04 Effect of Notice of Redemption.



Once notice of redemption is sent in accordance with Section 3.03, Notes called for
redemption become irrevocably due and payable on the redemption date at the redemption price. A
notice of redemption may not be conditional other than as provided in Section 4.15.



Section 3.05 Deposit of Redemption or Purchase Price.



No later than 10:00 a.m. Eastern Time on the redemption or purchase date, the Company will
deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or
purchase price of and accrued interest and Special Interest, if any, on all Notes to be redeemed or
purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption or purchase price of, and accrued interest and Special Interest, if
any, on, all Notes to be redeemed or purchased.



If the Company complies with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes
called for redemption or purchase. If a Note is redeemed or purchased on or after an interest
record date but on or prior to the related interest payment date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is not so paid upon
surrender for redemption or purchase because of the failure of the Company to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or
purchase date until such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01.



Section 3.06 Notes Redeemed or Purchased in Part.



Upon surrender of a Definitive Note that is redeemed or purchased in part, the Company will
issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at
the expense of the Company a new Definitive Note equal in principal amount to the unredeemed or
unpurchased portion of the Note surrendered.



Section 3.07 Optional Redemption.



(a) At any time prior to October 15, 2012, the Company may on any one or more occasions redeem
up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less
than 30 nor more than 60 days’ notice, at a redemption price equal to 113.500% of the principal
amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the
date of redemption (subject to the rights of Holders of Notes on the relevant regular record date
to receive interest due on the relevant interest payment date that is on or prior to the applicable
date of redemption), with the net cash proceeds of an Equity Offering; provided that:




(1) at least 65% of the aggregate principal amount of Notes originally issued under
this Indenture (excluding Notes held by the Company and its Subsidiaries) remains
outstanding immediately after the occurrence of such redemption; and




(2) the redemption occurs within 90 days of the date of the closing of such Equity
Offering.



(b) The Company may on any one or more occasions redeem all or a part of the Notes, upon not
less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any,
on the Notes redeemed, to the applicable date of redemption, if redeemed during the periods
beginning on dates indicated below (subject to the rights of Holders of Notes on the relevant
regular record date to receive interest due on the relevant interest payment date that is on or
prior to the applicable date of redemption):



	 	 	 	 	 
	For the period below	 	Percentage
	On or after October 15, 2012

	 	 	106.750	%
	On or after October 15, 2013

	 	 	103.375	%
	On or after April 15, 2014.

	 	 	100.000	%






(c) At any time prior to October 15, 2012, the Company may on any one or more occasions redeem
all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption
price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus
accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable
date of redemption (subject to the rights of Holders of Notes on the relevant regular record date
to receive interest due on the relevant interest payment date that is on or prior to the applicable
date of redemption).



Except pursuant to Sections 3.07(a) and 3.07(c), the Notes will not be
redeemable at the Company’s option prior to October 15, 2012. The Company is not, however,
prohibited under this Indenture from acquiring Notes by means other than a redemption, whether
pursuant to open-market transactions, tender offers or otherwise so long as such acquisition does
not otherwise violate the terms of this Indenture.



Unless the Company defaults in the payment of the redemption price, interest will cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date.



(d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Sections 3.01 through 3.06.



Section 3.08 Mandatory Redemption.



The Company is not required to make mandatory redemption or sinking fund payments with respect
to the Notes.



ARTICLE 4

COVENANTS




Section 4.01 Payment of Notes.



The Company will pay or cause to be paid the principal of, premium, if any, and interest and
Special Interest, if any, on, the Notes on the dates and in the manner provided in the Notes and
this Indenture. Principal, premium, if any, and interest and Special Interest, if any, will be
considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary
thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all principal, premium, if
any, and interest then due. The Company will pay all Special Interest, if any, in the same manner
on the dates and in the amounts set forth in the Registration Rights Agreement.



The Company will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, at the rate equal to 1% per annum in
excess of the then applicable interest rate on the Notes to the extent lawful; it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Special Interest, if any, (without regard to any applicable grace
period) at the same rate to the extent lawful. If any Special Interest is due on any interest
payment date, the Company shall deliver to the Trustee, at least five Business Days before such
interest payment date, an Officers’ Certificate certifying as to the amount of Special Interest due
on such interest payment date. If the Trustee does not receive notice from the Company of an event
in respect of which Special Interest is required to be paid or does not receive an Officers’
Certificate from the Company five Business Days before any interest payment date, the Trustee shall
be entitled to assume that no Special Interest is due on such interest payment date.



Section 4.02 Maintenance of Office or Agency.



The Company will maintain an office or agency (which may be an office of the Trustee or an
Affiliate or agent of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office or agency. If at
any time the Company fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee.



The Company may also from time to time designate one or more other offices or agencies where
the Notes may be surrendered for any or all such purposes and may from time to time rescind such
designation. The Company will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.



The Company hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Company in accordance with Section 2.03.



Section 4.03 Reports.



(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are
outstanding, the Company will furnish to the Holders of Notes and the Trustee within the time
periods specified in the SEC’s rules and regulations:




(1) all quarterly and annual reports that would be required to be filed with the SEC on
Forms 10-Q and 10-K if the Company were required to file such reports; provided, however
that, solely for the fiscal quarter ending September 30, 2009, in lieu of a full quarterly
report, the Company may instead furnish the quarterly financial information required under
Item 1 (“Financial Statements”) and Item 2 (“Management’s Discussion and Analysis of
Financial Condition and Results of Operations”) of Part I of Form 10-Q; and




(2) all current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports.



The availability of the foregoing materials on the SEC’s EDGAR service (or its successor) will
be deemed to satisfy the Company’s delivery obligation.



All such reports will be prepared in all material respects in accordance with all of the rules
and regulations applicable to such reports. Each annual report on Form 10-K will include a report
on the Company’s consolidated financial statements by the Company’s certified independent
accountants. In addition, following the consummation of the Exchange Offer contemplated by the
Registration Rights Agreement, the Company will file a copy of each of the reports referred to in
clauses (1) and (2) of this Section 4.03(a) with the SEC for public
availability within the time periods specified in the rules and regulations applicable to such
reports (unless the SEC will not accept such filing).



(b) If, at any time after consummation of the Exchange Offer contemplated by the Registration
Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the
Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in
clauses (1) and (2) of Section 4.03(a) with the SEC within the time periods specified above
unless the SEC will not accept such a filing. The Company will not take any action for the purpose
of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will
not accept the Company’s filings for any reason, the Company will post the reports referred to in
the preceding clauses (1) and (2) of Section 4.03(a) on its website within the time periods
that would apply if the Company were required to file those reports with the SEC.



(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and any
such Unrestricted Subsidiary has net assets in excess of $5.0 million and stockholders’ equity in
excess of 5.0% of the Company’s consolidated stockholders’ equity, then the quarterly and annual
financial information required by clauses (1) and (2) of Section 4.03(a) will include a
reasonably detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” of the financial condition and results of operations of the Company and its
Restricted Subsidiaries separate from the financial condition and results of operations of the
Unrestricted Subsidiaries of the Company.



(d) The Company agrees that, for so long as any Notes remain outstanding, it will use
commercially reasonable efforts to hold and participate in quarterly conference calls with Holders
of Notes relating to the financial condition and results of operations of the Company and its
Subsidiaries.



(e) The Company agrees that, for so long as any Notes remain outstanding, if at any time it is
not required to file with the SEC the reports required by this Section 4.03, it will
furnish to the Trustee, Holders of Notes and to securities analysts and prospective investors, upon
their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.



Section 4.04 Compliance Certificate.



(a) The Company and each Guarantor shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company (which fiscal year, on the Issue Date, ends on December 31), an
Officers’ Certificate stating that, to the actual knowledge of the signing Officers based on a
review of the activities of the Company and its Subsidiaries during the preceding fiscal year, the
Company is not in default in the performance or observance of any of the terms, provisions and
conditions of this Indenture or the Collateral Documents (or, if a Default or Event of Default has
occurred, describing all such Defaults or Events of Default of which he or she may have knowledge
and what action the Company is taking or proposes to take with respect thereto), and that, to the
actual knowledge of the signing Officer, no event has occurred and remains in existence by reason
of which payments on account of the principal of or interest, if any, on the Notes is prohibited
(or if such event has occurred, a description of the event and what action the Company is taking or
proposes to take with respect thereto).



(b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee,
forthwith upon any Officer obtaining actual knowledge of any Default or Event of Default, an
Officers’ Certificate specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.



Section 4.05 Taxes.



The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency,
all material taxes, assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is not adverse in any
material respect to the Holders of the Notes.



Section 4.06 Stay, Extension and Usury Laws.



The Company and each Guarantor covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and the Company and each
Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law has been enacted.



Section 4.07 Restricted Payments.



(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly:




(1) declare or pay any dividend or make any other payment or distribution on account of
the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving the Company
or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s
or any of its Restricted Subsidiaries’ Equity Interests solely in their capacity as such
(other than dividends or distributions payable in Equity Interests (other than Disqualified
Stock) of the Company and other than dividends, payments or distributions payable to the
Company or a Restricted Subsidiary of the Company);




(2) purchase, redeem or otherwise acquire or retire for value (including, without
limitation, in connection with any merger or consolidation involving the Company) any Equity
Interests of the Company or any direct or indirect parent of the Company;




(3)  make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness of the Company or any Guarantor that is
contractually subordinated in right of payment to the Notes or to any Note Guarantee
(excluding any intercompany Indebtedness between or among the Company and any of its
Restricted Subsidiaries), except payments of interest or principal at the Stated Maturity
thereof and payments of principal in anticipation of satisfying a sinking fund obligation or
final maturity, in each case within one year of the due date thereof; or




(4) make any Restricted Investment



(all such declarations, payments, distributions, purchases, redemptions, acquisitions, retirements
and defeasances set forth in these clauses (1) through (4) above being collectively referred to as
“Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:




(A) no Default or Event of Default has occurred and is continuing or would occur as a
consequence of such Restricted Payment;




(B) the Company would, at the time of such Restricted Payment and after giving pro
forma effect thereto as if such Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section
4.09(a); and




(C) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries since the Issue Date (excluding
Restricted Payments permitted by clauses (2) through (11) of Section 4.07(b)), is
less than the sum, without duplication, of:




(1) 50% of the Consolidated Net Income of the Company for the period (taken as
one accounting period) from the beginning of the first fiscal quarter commencing
after the Issue Date to the end of the Company’s most recently ended fiscal quarter
for which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such period is a
deficit, less 100% of such deficit); plus




(2) 100% of the aggregate net cash proceeds received by the Company since the
Issue Date as a contribution to its common equity capital or from (x) the issue or
sale of Equity Interests of the Company or (y) from the issue or sale of
convertible or exchangeable Disqualified Stock of the Company or convertible or
exchangeable debt securities of the Company (including any additional net proceeds
received by the Company upon such conversion or exchange) that, in the case of this
clause (y), have been converted into or exchanged for Equity Interests of the
Company (in each case, other than Equity Interests and convertible or exchangeable
Disqualified Stock or debt securities sold to a Subsidiary of the Company and
Excluded Contributions); plus




(3) to the extent that any Restricted Investment that was made after the Issue
Date is sold for cash or otherwise returned or liquidated, repaid, repurchased or
redeemed for cash, the lesser of (i) the cash return of capital with respect to
such Restricted Investment (less the cost of disposition, if any), and (ii) the
initial amount of such Restricted Investment; plus




(4) to the extent that any Unrestricted Subsidiary of the Company is
redesignated as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of
the Company’s Investment in such Subsidiary as of the date of such redesignation or
(ii) the aggregate amount of Restricted Investments of the Company and its
Restricted Subsidiaries in such Subsidiary at or subsequent to the time that such
Subsidiary was designated an Unrestricted Subsidiary; minus




(5) 100% of the aggregate amount of payments made by the Company since the
Issue Date to Valero in respect of the Company’s obligations under the Earnout
Agreement.



(b) The provisions of Section 4.07(a) will not prohibit:




(1) the payment of any dividend or the consummation of any irrevocable redemption
within 60 days after the date of declaration of the dividend or giving of the redemption
notice, as the case may be, if at the date of declaration or notice, the dividend or
redemption payment would have complied with the provisions of this Indenture;




(2) so long as no Event of Default has occurred and is continuing or would be caused
thereby, the making of any Restricted Payment by conversion into or in exchange for or for
consideration consisting of, or out of or with the net cash proceeds of the substantially
concurrent sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests
of the Company (other than Disqualified Stock) or from the substantially concurrent
contribution of common equity capital to the Company; provided that the amount of any such
net cash proceeds that are utilized for any such Restricted Payment will not be considered
to be net proceeds of Equity Interests for purposes of clause (C)(2) of Section
4.07(a);




(3) the payment of any dividend (or, in the case of any partnership or limited
liability company, any similar distribution) by a Restricted Subsidiary of the Company to
the holders of its Equity Interests on a pro rata basis;




(4) so long as no Event of Default has occurred and is continuing or would be caused
thereby, the payment, purchase, redemption, defeasance or other acquisition or retirement
for value of Indebtedness of the Company or any Guarantor that is contractually subordinated
to the Notes or to any Note Guarantee with the net cash proceeds from a substantially
concurrent incurrence of Permitted Refinancing Indebtedness;




(5) the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company held by any
current or former officer, director, consultant or employee (or any of their respective
heirs or estates) of the Company or any of its Restricted Subsidiaries or of Parent or any
of its other Subsidiaries pursuant to any equity subscription agreement, stock option
agreement, shareholders’ agreement or similar agreement; provided that the aggregate price
paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed
$4.0 million;




(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock
options, warrants or other convertible or exchangeable securities to the extent such Equity
Interests represent all or a portion of the consideration received in connection with the
exercise, conversion or exchange thereof or any taxes required to be withheld in connection
therewith;




(7) so long as no Event of Default has occurred and is continuing or would be caused
thereby, the declaration and payment of regularly scheduled or accrued dividends to holders
of any class or series of Disqualified Stock of the Company issued on or after the Issue
Date in accordance with the Fixed Charge Coverage Ratio test set forth in Section
4.09(a);




(8) payments of cash by the Company or any of its Restricted Subsidiaries in lieu of
the issuance of fractional shares upon the exercise of options or warrants or the conversion
or exchange of Capital Stock of any such Person;




(9) so long as no Event of Default has occurred and is continuing or would be caused
thereby, in the event of a Change of Control, the payment, purchase, redemption, defeasance
or other acquisition or retirement of Indebtedness that is subordinated to the Notes or the
Note Guarantees, in each case, at a purchase price not greater than 101% of the principal
amount of such Indebtedness (or, if such Indebtedness was issued with original issue
discount, 101% of the accreted value of such Indebtedness), plus any accrued and unpaid
interest thereon; provided, however, that prior to or contemporaneously with such payment,
purchase, redemption, defeasance or other acquisition or retirement, the Company has made a
Change of Control Offer with respect to the Notes as a result of such Change of Control and
has repurchased all Notes validly tendered and not withdrawn in connection with such Change
of Control Offer;




(10) Restricted Payments that are made with Excluded Contributions; and




(11) other Restricted Payments in an aggregate amount not to exceed $5.0 million.



(c) If any Person in which an Investment is made, which Investment constitutes a Restricted
Payment when made, thereafter becomes a Restricted Subsidiary in accordance with this Indenture,
all such Investments previously made in such Person will no longer be counted as Restricted
Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to clause
(C) of Section 4.07(a), in each case to the extent such Investments would otherwise be so
counted.



(d) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on
the date of the Restricted Payment (or, if earlier, the date on which the Company executes a
binding agreement or otherwise becomes obligated to make such Restricted Payment) of the asset(s)
or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as
the case may be, pursuant to the Restricted Payment.



Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.



(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to:




(1) pay dividends or make any other distributions on its Capital Stock to the Company
or any of its Restricted Subsidiaries, make distributions with respect to any other interest
or participation in, or measured by, its profits owned by the Company or any of its
Restricted Subsidiaries, or pay any indebtedness owed to the Company or any of its
Restricted Subsidiaries;




(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or




(3) sell, lease or transfer any of its properties or assets to the Company or any of
its Restricted Subsidiaries.



(b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions
existing under or by reason of:




(1) agreements or instruments as in effect on the Issue Date, including agreements or
instruments governing Existing Indebtedness and Credit Facilities, and any amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings
of those agreements or instruments; provided that the amendments, restatements,
modifications, renewals, supplements, refundings, replacements or refinancings are not
materially more restrictive, taken as a whole, as determined in good faith by the Company,
with respect to such dividend and other payment restrictions than those contained in those
agreements on the Issue Date;




(2) the Indenture Documents;




(3) applicable law, rule, regulation or order;




(4) any agreement or instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in
connection with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any Person, other than the
Person, or the property or assets of the Person, so acquired; provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;




(5) customary non-assignment provisions in contracts and licenses entered into in the
ordinary course of business;




(6) purchase money obligations for property acquired in the ordinary course of business
and Capital Lease Obligations that impose restrictions on the property purchased or leased
of the nature described in Section 4.08(a)(3);




(7) any agreement for the sale or other disposition of all or substantially all of the
Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that
Restricted Subsidiary pending its sale or other disposition;




(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially more
restrictive, taken as a whole, than those contained in the agreements governing the
Indebtedness being refinanced (as determined in good faith by the Company);




(9) Liens permitted to be incurred under this Indenture, including under the provisions
of Section 4.12 that limit the right of the debtor to dispose of the assets subject
to such Liens;




(10)  provisions limiting the disposition or distribution of assets or property in
joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale
agreements and other similar agreements, which limitation is applicable only to the assets
that are the subject of such agreements; and




(11) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business.



Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.



(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt), and the Company will not issue any Disqualified Stock and will not
permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified
Stock, and the Guarantors (if any) may incur Indebtedness (including Acquired Debt), if the Fixed
Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock is issued, as the case may be, would have been
at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock
had been issued, as the case may be, at the beginning of such four-quarter period.



(b) The provisions of Section 4.09(a) will not prohibit the incurrence of any of the
following items of Indebtedness (collectively, “Permitted Debt”):




(1) the incurrence by the Company and any Guarantor of Indebtedness and letters of
credit under Credit Facilities in an aggregate principal amount at any one time outstanding
under this clause (1) (with letters of credit being deemed to have a principal amount equal
to the maximum potential reimbursement obligations of the Company and its Restricted
Subsidiaries thereunder) not to exceed the sum of (a) the greater of (i) $250.0 million and
(ii) the Borrowing Base and (b) 7% of the revolving commitments then in effect thereunder
(provided, that all such Indebtedness that is incurred in reliance on this subclause (b)
consists solely of protective advances and overadvances by the lenders or agent thereunder);




(2)  the incurrence by the Company and its Restricted Subsidiaries of Existing
Indebtedness;




(3) the incurrence by the Company and the Guarantors (if any) of Indebtedness
represented by the Notes and the related Note Guarantees to be issued on the Issue Date and
the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration
Rights Agreement;




(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money obligations,
in each case, incurred for the purpose of financing all or any part of the purchase price or
cost of design, construction, installation or improvement of property, plant or equipment
used in the business of the Company or any of its Restricted Subsidiaries (provided such
Indebtedness is incurred prior to or within 180 days after such purchase or completion of
such design, construction, installation or improvement) and Indebtedness incurred to renew,
refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this
clause (4), in an aggregate principal amount not to exceed $10.0 million at any time
outstanding;




(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew,
refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany
Indebtedness) that was permitted by this Indenture to be incurred under Section
4.09(a) or clauses (2) or (3) of this Section 4.09(b) or this clause (5);




(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided,
however, that:




(A) if the Company or any Guarantor is the obligor on such Indebtedness and the
payee is not the Company or a Guarantor, such Indebtedness must be unsecured and
expressly subordinated to the prior payment in full in cash of all Indenture
Obligations then due with respect to the Notes, in the case of the Company, or the
Note Guarantee, in the case of a Guarantor; and




(B)  any subsequent issuance or transfer of Equity Interests that results in
any such Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary of the Company, and any sale or other transfer of any such Indebtedness
to a Person that is not either the Company or a Restricted Subsidiary of the
Company, will be deemed, in each case, to constitute an incurrence of such
Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that
was not permitted by this clause (6);




(7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to
any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that any
subsequent issuance or transfer of Equity Interests that results in any such preferred stock
being held by a Person other than the Company or a Restricted Subsidiary of the Company, and
any sale or other transfer of any such preferred stock to a Person that is not either the
Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to
constitute an issuance of such preferred stock by the Company or such Restricted Subsidiary,
as the case may be, that was not permitted by this clause (7);




(8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations in the ordinary course of business and not for speculative purposes;




(9) the incurrence by the Company or any of its Restricted Subsidiaries of (a)
reimbursement and other customary obligations in connection with Crack Spread Hedging
Support LCs issued in an aggregate stated amount, which, when taken together with the
aggregate amount of Crack Spread Hedging Cash Collateral (other than any interest and income
thereon) that secures obligations of the Company and such Restricted Subsidiaries that are
Guarantors under all Permitted Crack Spread Hedge Agreements, does not exceed $50.0 million
and (b) Hedging Obligations incurred under any Permitted Crack Spread Hedge Agreement;




(10)  the guarantee by the Company or any of its Restricted Subsidiaries of
Indebtedness of the Company or a Restricted Subsidiary of the Company to the extent that the
guaranteed Indebtedness was permitted to be incurred by another provision of this
Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to
or pari passu with the Notes, then the guarantee must be subordinated or pari passu, as
applicable, to the same extent as the Indebtedness guaranteed;




(11) the incurrence or provision by the Company or any of its Restricted Subsidiaries
of Indebtedness (including Guarantees thereof) in respect of workers’ compensation claims,
self-insurance obligations, bankers’ acceptances, indemnity, bid, performance, warranty,
release, appeal, surety and similar bonds and completion guarantees in the ordinary course
of business;




(12) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently drawn against insufficient funds, so long as such
Indebtedness is extinguished within five business days after the Company receives notice of
the incurrence thereof;




(13) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness to the extent that the net proceeds thereof are immediately deposited to
defease the Notes in full or discharge this Indenture, in each case, in accordance with the
terms of this Indenture;




(14) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness arising from agreements providing for bona fide indemnification, adjustment of
purchase price, earnout or similar obligations, in each case, incurred or assumed in
connection with the acquisition or disposition of any business, asset or Subsidiary, other
than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or Subsidiary for the purpose of financing such acquisition; provided that
(a) such Indebtedness is not reflected on the Company’s balance sheet or that of any
Restricted Subsidiary of the Company (contingent obligations referred to in a footnote or
footnotes to financial statements and not otherwise reflected on the balance sheet will not
be deemed to be reflected on such balance sheet for purposes of this clause (a)); and (b)
the maximum liability in respect of any such Indebtedness incurred in connection with a
disposition shall at no time exceed the aggregate gross proceeds including non-cash proceeds
(the fair market value of such non-cash proceeds as determined in good faith by the Company
as of the time received and without giving effect to any such subsequent changes in value)
actually received by the Company and its Restricted Subsidiary in connection with such
disposition;




(15) the incurrence by the Company or any Guarantor of Indebtedness owing to Alon
Israel or any of its Subsidiaries in an aggregate principal amount at any time outstanding
not to exceed $50.0 million, which Indebtedness by its terms, or by the terms of any
agreement or instrument pursuant to which such Indebtedness is incurred; 




(A) is expressly made subordinate in right of payment to the prior payment in
full in cash of all Indenture Obligations pursuant to the subordination requirements
set forth in this Indenture;




(B) provides that no payments of any obligations with respect to such
Indebtedness will be required to be made prior to the date that is one year after
the final Stated Maturity of the Notes (other than payments of interest that comply
with clause (c) below); and




(C) the yield to maturity on such Indebtedness may not exceed 8% per annum.




(16) the incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time
outstanding, including all Indebtedness incurred to renew, refund, refinance, replace,
defease or discharge any Indebtedness incurred pursuant to this clause (16), not to exceed
$5.0 million.



(c) The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness
(including Permitted Debt) that is contractually subordinated in right of payment to any other
Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually
subordinated in right of payment to the Notes and the applicable Note Guarantee to substantially
the same extent; provided, however, that no Indebtedness will be deemed to be contractually
subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or
by virtue of being secured on junior priority basis.



(d) For purposes of determining compliance with this Section 4.09, in the event that
an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt
described in clauses (1) through (16) of Section 4.09(b), or is entitled to be incurred
pursuant to Section 4.09(a), the Company will be permitted to classify such item of
Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit
Facilities outstanding on the date on which Notes are first issued and authenticated under this
Indenture will initially be deemed to have been incurred on such date in reliance on the exception
provided by Section 4.09(b)(1). The accrual of interest or preferred stock dividends, the
accretion of principal or amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of
preferred stock as Indebtedness due to a change in accounting principles, and the payment of
dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified
Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock
for purposes of this Section 4.09; provided, in each such case, that the amount of any such
accrual, accretion or payment is included in Fixed Charges of the Company as accrued. The
incurrence of an obligation to pay a premium in respect of Indebtedness arising in connection with
a notice of redemption or the making of a mandatory offer to repurchase such Indebtedness will not
be deemed an incurrence of Indebtedness for purposes of this Section 4.09. Notwithstanding
any other provision of this Section 4.09, the maximum amount of Indebtedness that the
Company or any of its Restricted Subsidiaries may incur pursuant to this Section 4.09 shall
not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency
values, and Guarantees or obligations with respect to letters of credit or similar instruments
providing support to Indebtedness that is otherwise included in the determination of such amount of
Indebtedness shall be excluded from such determination.



(e) The amount of any Indebtedness outstanding as of any date will be:




(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount;




(2) the principal amount of the Indebtedness, in the case of any other
Indebtedness; and




(3)  in respect of Indebtedness of another Person secured by a Lien on the assets of
the specified Person, the lesser of:




(A) the Fair Market Value of such assets at the date of determination; and




(B) the amount of the Indebtedness of the other Person that is so secured; and




(4) in the case of a Guarantee that constitutes Indebtedness, the maximum liability
under such Guarantee.



Section 4.10 Asset Sales.



(a) The Company will not, and will not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:




(1) other than in the case of an Event of Loss, the Company or the Restricted
Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at
least equal to the Fair Market Value of the assets or Equity Interests issued or sold or
otherwise disposed of (as determined at the time the Company or the Restricted Subsidiary
executes a binding agreement or otherwise becomes obligated to make such Asset Sale); and




(2) other than in the case of an Event of Loss, at least 75% of the consideration
received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of
cash or Cash Equivalents. For purposes of this provision (but not for purposes of
determining the Net Proceeds from any Asset Sale), each of the following will be deemed to
be cash:




(A) any liabilities, as shown on the Company’s most recent consolidated balance
sheet or as would be reflected on a balance sheet, of the Company or any such
Restricted Subsidiary (other than contingent liabilities and liabilities that are by
their terms subordinated to the Notes or any Note Guarantee) that are assumed by the
transferee of any such assets pursuant to a novation agreement that releases the
Company or such Restricted Subsidiary from further liability;




(B) any securities, notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into cash within 90 days after their receipt, to the
extent of the cash received in that conversion; and




(C) any stock or assets of the kind referred to in Sections 4.10(b)(2)
or 4.10(b)(3).



(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale of Notes Priority
Collateral, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply
such Net Proceeds at its option:




(1) to acquire all or substantially all of the assets of, or any Capital Stock of,
another Permitted Business, if, after giving effect to any such acquisition of Capital
Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;




(2) (x) to acquire other assets that are not classified as current assets under GAAP
and that are used or useful in a Permitted Business and will constitute Notes Priority
Collateral and/or (y) to make expenditures for maintenance, repair or improvement of
existing properties and assets; or




(3) in any combination of the applications described in the foregoing clauses (1) and
(2).



(c) Pending the final application of any Net Proceeds from an Asset Sale of Notes Priority
Collateral, the Company (or the applicable Restricted Subsidiary) may temporarily reduce revolving
credit borrowings or otherwise invest the Net Proceeds in Cash Equivalents.



(d) Any Net Proceeds from Asset Sales of Notes Priority Collateral that are not applied or
invested as provided in Section 4.10(b) within 365 days after the receipt of such Net
Proceeds from such applicable Asset Sale will constitute “Excess Proceeds.” When the aggregate
amount of Excess Proceeds exceeds $10.0 million, within 30 days thereof, the Company will be
required to make an offer (an “Asset Sale Offer”) to all Holders of Notes to repurchase all or any
part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of each Holder’s Notes at
the purchase price described below; provided, however, that the maximum aggregate price payable in
any Asset Sale Offer will not exceed such aggregate amount of Excess Proceeds. The purchase price
with respect to the Notes in any Asset Sale Offer will be equal to 100% of the principal amount,
plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase,
subject to proration in accordance with Section 3.02 in the event of oversubscription and
to the rights of Holders of Notes on the relevant regular record date to receive interest due on
the relevant interest payment date that is on or prior to the applicable date of repurchase, and
will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset
at zero.



(e) In connection with any Asset Sale Offer, the Company will send a notice to each Holder,
with a copy to the Trustee, describing the Asset Sale Offer and offering to repurchase Notes on the
date for payment specified in the notice (the “Excess Proceeds Payment Date”), which date will be
no earlier than 30 days and no later than 60 days from the date such notice is sent. The notice
will contain all instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer,
will state:




(1) that the Asset Sale Offer is being made pursuant to this Section 4.10 and
the length of time the Asset Sale Offer will remain open;




(2) the Excess Proceeds amount, the purchase price and the Excess Proceeds Payment
Date;




(3) that any Note not tendered or accepted for payment will continue to accrue
interest;




(4) that, unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer will cease to accrue interest on the Excess
Proceeds Payment Date;




(5) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will
be required to surrender the Notes or transfer the Notes by book-entry transfer, to the
Paying Agent at the address specified in the notice prior to the close of business on the
third Business Day preceding the Excess Proceeds Payment Date;




(6) that Holders will be entitled to withdraw tenders of their Notes if the Paying
Agent receives, not later than the close of business on the second Business Day preceding
the Excess Proceeds Payment Date, a facsimile transmission or letter setting forth the name
of the Holder, the principal amount of the Note the Holder tendered for purchase and a
statement that such Holder is withdrawing its tender of such Notes; and




(7) that Holders whose Notes are purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased
portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in
excess thereof.



The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with this Section
4.10, the Company will comply with the applicable securities laws and regulations and will not
be deemed to have breached its obligations under this Section 4.10 by virtue thereof.



(f) On the Excess Proceeds Payment Date, the Company will to the extent lawful:




(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the
Asset Sale Offer and not withdrawn (subject to proration in accordance with Section
3.02 in the event of oversubscription);




(2) deposit with the Paying Agent no later than 10:00 a.m. Eastern Time an amount equal
to the aggregate purchase price to be paid in such Asset Sale Offer in respect of Notes or
portion of Notes properly tendered and not withdrawn; and




(3) deliver or cause to be delivered to the Trustee the Notes or portions of Notes
properly accepted for payment together with an Officers’ Certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased.



(g) The Paying Agent will promptly mail or wire transfer to each Holder of Notes or portions
of Notes properly tendered and not withdrawn the purchase price payable with respect to such Notes
or portions of Notes, and the Trustee will properly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered. Any Note or portion of Note accepted for payment pursuant to an
Asset Sale Offer will cease to accrue interest on and after the Excess Proceeds Payment Date. The
Company will publicly announce the results of any Asset Sale Offer on or as soon as practicable
after the Excess Proceeds Payment Date.



(h) The Company will not be required to make an Asset Sale Offer if notice of redemption for
all of the then outstanding Notes has been given pursuant to Article 3, unless and until
there is a default in payment of the applicable redemption price.



(i) The Company may combine any Excess Cash Flow Offer with any Asset Sale Offer provided that
the requirements set forth in this Indenture with respect to both the Excess Cash Flow Offer and
the Asset Sale Offer are satisfied.



Section 4.11 Transactions with Affiliates.



(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement or loan with, or guarantee for the benefit of, any Affiliate of the Company (each, an
“Affiliate Transaction”), unless:




(1) the Affiliate Transaction is on terms that, in the good faith judgment of the
Company, are not materially less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction by the
Company or such Restricted Subsidiary with an unrelated Person; and




(2) the Company delivers to the Trustee:




(A) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $5.0 million, an
Officers’ Certificate certifying that such Affiliate Transaction complies with this
Section 4.11 and that such Affiliate Transaction has been approved by the
Board of Directors of the Company; and




(B) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $15.0 million, an
opinion as to the fairness to the Company or such Restricted Subsidiary of such
Affiliate Transaction from a financial point of view issued by an accounting,
appraisal or investment banking firm of national standing.



(b) The following items (and all payments and transactions pursuant thereto) will not be
deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of
Section 4.11(a):




(1) any employment, secondment or consulting agreement, employee benefit plan, stock
option, stock repurchase, severance, officer or director indemnification agreement or any
similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the
ordinary course of business;




(2) transactions between or among the Company and/or its Restricted Subsidiaries
(including any Person that becomes a Restricted Subsidiary in connection with such
transaction);




(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company)
that is an Affiliate of the Company solely because the Company owns, directly or through a
Restricted Subsidiary, an Equity Interest in, or controls, such Person;




(4) payment of reasonable and customary fees and reimbursements of expenses to, and the
provision of indemnities (pursuant to indemnity arrangements or otherwise) to, officers,
directors or employees of the Company or any of its Restricted Subsidiaries;




(5) any issuance of Equity Interests (other than Disqualified Stock) of the Company or
contribution to the common equity capital of the Company;




(6) Restricted Payments that do not violate the provisions of Section 4.07;




(7) loans or advances to employees in the ordinary course of business not to exceed
$750,000 in the aggregate at any one time outstanding;




(8) any Permitted Parent Payments;




(9) reimbursements of costs and expenses (such as payroll) incurred by Parent or its
Subsidiaries on behalf of the Company or its Restricted Subsidiaries; 




(10) the incurrence of Indebtedness permitted under clause (15) of Section
4.09(b);




(11) transactions pursuant to any contract, agreement or arrangement described in the
Offering Memorandum under the caption “Certain Relationships and Related Party Transactions”
and in effect on the Issue Date as the same may be amended, modified or replaced from time
to time so long as any such amendment, modification or replacement is not, in the Company’s
good faith judgment, materially more disadvantageous to the Company or its Restricted
Subsidiaries than the contract, agreement or arrangement as in effect on the Issue Date.



Section 4.12 Liens.



The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or
hereafter acquired, except Permitted Liens.



Section 4.13 Business Activities.



The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any
business other than Permitted Businesses, except to such extent as would not be material to the
Company and its Restricted Subsidiaries taken as a whole.



Section 4.14 Corporate Existence.



Except as contemplated by Article 5, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:




(1) its corporate existence, and the corporate, partnership or other existence of each
of its Restricted Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such Restricted
Subsidiary; and




(2) the rights (charter and statutory), licenses and franchises of the Company and its
Restricted Subsidiaries; provided, however, that the Company shall not be required to
preserve or keep in force or effect any such right, license or franchise, or the corporate,
partnership or other existence of any of its Restricted Subsidiaries, if the Company
determines that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes.



Section 4.15 Offer to Repurchase Upon Change of Control.



(a) In connection with the occurrence of a Change of Control, the Company will make an offer
(a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash (the
“Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased,
plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date
of purchase (the “Change of Control Payment Date”), subject to the rights of Holders on the
relevant regular record date to receive interest due on the relevant interest payment date that is
on or prior to the Change of Control Payment Date. Within 30 days following any Change of Control,
the Company will mail a notice to each Holder and the Trustee describing the transaction or
transactions that constitute the Change of Control and stating:




(1) that the Change of Control Offer is being made pursuant to this Section
4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment;




(2) the purchase price and the purchase date, which shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed, other than as may be required
by law;




(3) that any Note not tendered or accepted for payment will continue to accrue
interest;




(4) that, unless the Company defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue
interest on the Change of Control Payment Date;




(5) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes or transfer the Notes by book-entry transfer,
to the Paying Agent at the address specified in the notice prior to the close of business on
the third Business Day preceding the Change of Control Payment Date;




(6) that Holders will be entitled to withdraw tenders of their Notes if the Paying
Agent receives, not later than the close of business on the second Business Day preceding
the Change of Control Payment Date, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of Notes tendered for purchase, and a statement that
such Holder is withdrawing its tender of such Notes; and




(7) that Holders whose Notes are purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased
portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in
excess thereof.



The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change of Control. To
the extent that the provisions of any securities laws or regulations conflict with the provisions
of this Section 4.15, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under this Section 4.15
by virtue of such compliance.



(b) On the Change of Control Payment Date, the Company will, to the extent lawful:




(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the
Change of Control Offer and not withdrawn;




(2) deposit with the Paying Agent no later than 10:00 a.m. Eastern Time an amount equal
to the aggregate purchase price to be paid in such Change of Control Offer in respect of all
Notes or portions of Notes properly tendered and not withdrawn; and




(3) deliver or cause to be delivered to the Trustee the Notes or portions of Notes
properly accepted for payment together with an Officers’ Certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased.



(c) The Paying Agent will promptly mail or wire transfer to each Holder of Notes or portions
of Notes properly tendered and not withdrawn the purchase price payable with respect to such Notes
or portions of Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any. Any Note or portion of Note accepted for payment
pursuant to a Change of Control Offer will cease to accrue interest on and after the Change of
Control Payment Date. The Company will publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date.



(d) The provisions described above that require the Company to make a Change of Control Offer
following a Change of Control will be applicable whether or not any other provisions of this
Indenture are applicable.



(e) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in
advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement
is in place for the Change of Control at the time such Change of Control Offer is made.
Notwithstanding anything to the contrary herein, the Company will not be required to make a Change
of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes or
portions of Notes properly tendered and not withdrawn under the Change of Control Offer, or (2)
notice of redemption for all of the then outstanding Notes has been given pursuant to Article
3, unless and until there is a default in payment of the applicable redemption price.



Section 4.16 Offer to Repurchase With Excess Cash Flow.



(a) After the end of each semi-annual period ending December 31 and June 30 with respect to
which the Company has Excess Cash Flow (starting with the semi-annual period ending June 30, 2010),
the Company will determine the amount (the “Excess Cash Flow Offer Amount”) that is equal to 75% of
such Excess Cash Flow for such period and make an offer (an “Excess Cash Flow Offer”) to the
Holders to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess
thereof) of each Holder’s Notes at the purchase price described in Section 4.16(c);
provided, however, that the maximum aggregate price payable in any Excess Cash Flow Offer will not
exceed the applicable Excess Cash Flow Offer Amount and that no Excess Cash Flow Offer shall be
required with respect to Excess Cash Flow for any period if, at the time such Excess Cash Flow
Offer would otherwise be required to be made, (i) an RCF Availability Deficit shall have occurred
as of the last day of the month most recently ended prior to such time or would result therefrom,
(ii) an RCF Event of Default shall have occurred and be continuing or (iii) the Excess Cash Flow
Offer Amount is less than $5.0 million (any Excess Cash Flow Offer Amount not applied to make an
Excess Cash Flow Offer by reason of this proviso (until subsequently so applied pursuant to the
immediately following proviso) is referred to as the “Deferred Excess Cash Flow Amount”); provided
further, however, that, at any time the Deferred Excess Cash Flow Amount exceeds $5.0 million, and
the RCF Availability exceeded the RCF Availability Threshold as of the last day of the month most
recently ended prior to such time by at least $5.0 million, and so long as no RCF Event of Default
shall have occurred and be continuing at such time or would result therefrom (the “Deferred Excess
Cash Flow Offer Trigger Date”), the Company will be required to make an Excess Cash Flow Offer in
an aggregate amount equal to the lesser of (x) the Deferred Excess Cash Flow Amount and (y) the
amount by which the RCF Availability exceeds the RCF Availability Threshold (with such amount being
deemed to be the Excess Cash Flow Offer Amount). Notwithstanding anything to the contrary herein,
the Company will not be required to make more than one Excess Cash Flow Offer in any fiscal
quarter.



(b) Notwithstanding anything to the contrary in Section 4.16(a), in calculating the
Excess Cash Flow Offer Amount attributable to Excess Cash Flow for any period ending December 31
(and for the avoidance of doubt, excluding any Deferred Excess Cash Flow Amount for any period
preceding such annual period), (i) the relevant period will not be the semi-annual period ending
December 31 but rather the annual period ending December 31 and (ii) such Excess Cash Flow Offer
Amount for such annual period shall be reduced by an amount equal to the sum of (1) the amount of
any Excess Cash Flow Offer made during such annual period and (2) the Deferred Excess Cash Flow
Amount outstanding at the end of such annual period, in each case, to the extent solely
attributable to the Excess Cash Flow for the semi-annual period ending June 30 that is included in
such annual period; provided that no such reduction shall result in such Excess Cash Flow Offer
Amount for such annual period being reduced to less than $0. By means of example and not in
limitation of the foregoing, (x) if such Excess Cash Flow Offer Amount for the annual period ending
December 31, 2012 (without giving effect to clause (ii) of the immediately preceding sentence) was
$20.0 million and no Excess Cash Flow Offer was made during such annual period to the extent solely
attributable to the Excess Cash Flow for the semi-annual period ending June 30, 2012 that is
included in such annual period, then no adjustment will be made to such Excess Cash Flow Offer
Amount and (y) if such Excess Cash Flow Offer Amount for the annual period ending December 31, 2012
(without giving effect to clause (ii) of the immediately preceding sentence) was $20.0 million and
an Excess Cash Flow Offer was made following the semi-annual period ending June 30, 2012 but during
the annual period ending December 31, 2012 in an amount equal to $11.0 million, of which $7.0
million was attributable to such semi-annual period ending June 30, 2012 and the remaining $4.0
million was the Deferred Excess Cash Flow Amount attributable to one or more periods preceding such
annual period, then the Excess Cash Flow Offer Amount for such annual period shall be $13.0
million.



(c) In each Excess Cash Flow Offer, the Company will be required to repurchase Notes validly
tendered and not withdrawn at a purchase price in cash (the “Excess Cash Flow Payment”) equal to
101% of the principal amount, plus accrued and unpaid interest and Special Interest, if any,
thereon to the date of purchase (the “Excess Cash Flow Offer Payment Date”), subject to proration
in accordance with Section 3.02 in the event of oversubscription and to the rights of
Holders of Notes on the relevant regular record date to receive interest due on the relevant
interest payment date that is on or prior to the applicable date of repurchase.



(d) If the Company is required to make an Excess Cash Flow Offer as provided in Section
4.16(a), the Company will mail within 60 days after the end of a semi-annual period ending June
30 or a Deferred Excess Cash Flow Offer Trigger Date and within 150 days after the end of a
semi-annual period ending December 31, as the case may be, an offer to each Holder, with a copy to
the Trustee, which offer shall govern the terms of the Excess Cash Flow Offer. Such offer shall
state:




(1) that the Excess Cash Flow Offer is being made pursuant to this Section 4.16
and that all Notes validly tendered and not withdrawn will be accepted for payment;




(2) the purchase price and the purchase date, which shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed, other than as may be required
by law;




(3) that any Note not tendered or accepted for payment will continue to accrue
interest;




(4) that, unless the Company defaults in the payment of the Excess Cash Flow Payment,
all Notes accepted for payment pursuant to the Excess Cash Flow Offer will cease to accrue
interest on the Excess Cash Flow Offer Payment Date;




(5) that Holders electing to have any Notes purchased pursuant to a Excess Cash Flow
Offer will be required to surrender the Notes or transfer the Notes by book-entry transfer,
to the Paying Agent at the address specified in the notice prior to the close of business on
the third Business Day preceding the Excess Cash Flow Offer Payment Date;




(6) that Holders will be entitled to withdraw tenders of their Notes if the Paying
Agent receives, not later than the close of business on the second Business Day preceding
the Excess Cash Flow Offer Payment Date, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of Notes tendered for purchase, and a statement
that such Holder is withdrawing its tender of such Notes; and




(7) that Holders whose Notes are purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased
portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in
excess thereof.



The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes pursuant to an Excess Cash Flow Offer. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of
this Section 4.16, the Company will comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this Section
4.16 by virtue thereof.



(e) If only a portion of a Note is purchased pursuant to an Excess Cash Flow Offer, a new Note
in a principal amount equal to the portion thereof not purchased will be issued in the name of the
Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and
beneficial interests in a Global Note will be made). Notes (or portions thereof) purchased pursuant
to an Excess Cash Flow Offer will be cancelled and cannot be reissued.



(f) If the aggregate repurchase price of Notes tendered pursuant to any Excess Cash Flow Offer
and not withdrawn is less than the applicable Excess Cash Flow Offer Amount, the Company may,
subject to the other provisions of this Indenture, use any such Excess Cash Flow for any other
lawful purpose. Upon the completion of each Excess Cash Flow Offer, the Excess Cash Flow Offer
Amount will be reset at zero.



(g) On the Excess Cash Flow Offer Payment Date, the Company will, to the extent lawful:




(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the
Excess Cash Flow Offer and not withdrawn (subject to proration in accordance with
Section 3.02 in the event of oversubscription);




(2) deposit with the Paying Agent no later than 10:00 a.m. Eastern Time an amount equal
to the aggregate purchase price to be paid in such Excess Cash Flow Offer in respect of all
Notes or portions of Notes properly tendered and not withdrawn; and




(3) deliver or cause to be delivered to the Trustee the Notes or portions of Notes
properly accepted for payment together with an Officers’ Certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased.



(h) The Paying Agent will promptly mail or wire transfer to each Holder of Notes or portions
of Notes properly tendered and not withdrawn the purchase price payable with respect to such Notes
or portions of Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered. Any Note or portion of Note accepted for payment pursuant to an
Excess Cash Flow Offer will cease to accrue interest on and after the Excess Cash Flow Offer
Payment Date. The Company will publicly announce the results of any Excess Cash Flow Offer on or
as soon as practicable after the Excess Cash Flow Offer Payment Date.



(i) Notwithstanding anything to the contrary herein, the Company will not be required to make
an Excess Cash Flow Offer if notice of redemption for all of the then outstanding Notes has been
given pursuant to Article 3, unless and until there is a default in payment of the
applicable redemption price.



Section 4.17 Payments for Consent.



The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes
for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of
this Indenture or the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.



Section 4.18 Additional Note Guarantees.



If (a) the Company or any of its Restricted Subsidiaries shall acquire or create a Domestic
Subsidiary after the Issue Date or (b) any Restricted Subsidiary of the Company Guarantees any
Indebtedness of the Company or any other Restricted Subsidiary of the Company, then, in either
case, the Company shall cause such Restricted Subsidiary to become a Guarantor and:




(1) cause such Restricted Subsidiary to execute a supplemental indenture, in
substantially the form attached as Exhibit F hereto, in accordance with the terms of
this Indenture, pursuant to which such Restricted Subsidiary shall unconditionally
guarantee, on a senior secured basis, all of the Company’s Indenture Obligations on the
terms set forth in this Indenture;




(2) cause to be executed and delivered to the Collateral Agent such amendments or
supplements to the Collateral Documents necessary in order to grant to the Collateral Agent,
for the benefit of the Holders, a perfected first priority security interest in the Equity
Interests of such Restricted Subsidiary, other than any such Equity Interests that
constitute Excluded Assets, and subject to Permitted Liens, which are owned by the Company
or a Guarantor and are required to be pledged pursuant to the Collateral Documents;




(3) take such actions as are necessary to cause to be granted to the Collateral Agent
for the benefit of the Holders a perfected first priority security interest, subject to the
Intercreditor Agreement, in the assets of such Restricted Subsidiary, other than Excluded
Assets and subject to Permitted Prior Liens, including the filing of Uniform Commercial Code
financing statements in such jurisdictions as may be required by the Collateral Documents or
by law;




(4) take such further action and execute and deliver such other documents specified in
the Indenture Documents to give effect to the foregoing; and




(5) deliver to the Trustee an opinion of counsel confirming that such supplemental
indenture and any other documents required to be delivered have been duly authorized,
executed and delivered by such Restricted Subsidiary and constitute valid, binding and
enforceable obligations of such Restricted Subsidiary and regarding the perfection of such
Liens in the Collateral of such Restricted Subsidiary as provided for in this Indenture or
Collateral Documents.



Section 4.19 Designation of Restricted and Unrestricted Subsidiaries.



(a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary
is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an
Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation,
which will reduce the amount available for Restricted Payments under Section 4.07 or under
one or more clauses of the definition of Permitted Investments, as determined by the Company. That
designation will only be permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.



(b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be
evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board
of Directors of the Company giving effect to such designation and an Officers’ Certificate
certifying that such designation complied with the preceding conditions. If, at any time, any
Unrestricted Subsidiary would fail to meet the definition of an Unrestricted Subsidiary, it will
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date
under Section 4.09, the Company will be in default under Section 4.09. The Board
of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary of the Company; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1)
such Indebtedness is permitted under Section 4.09 (determined, to the extent that the
Company is relying on Section 4.09(a), on a pro forma basis as if such designation had
occurred at the beginning of the applicable four-quarter reference period); and (2) no Default or
Event of Default would be in existence following such designation.



Section 4.20 Sale and Leaseback Transactions.



The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into
any sale and leaseback transaction; provided that the Company and any Restricted Subsidiary may
enter into a sale and leaseback transaction if:



(a) the Company or such Restricted Subsidiary could have (a) incurred Indebtedness in an
amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to
Section 4.09(a) and (b) incurred a Lien to secure such Indebtedness pursuant to Section
4.12;



(b) the gross cash proceeds of such sale and leaseback transaction are at least equal to the
Fair Market Value of the property that is the subject of such sale and leaseback transaction (as
determined at the time the Company or such Restricted Subsidiary executes a binding agreement or
otherwise becomes obligated to enter into such sale and leaseback transaction); and



(c) the transfer of assets in such sale and leaseback transaction is permitted by, and the
Company or such Restricted Subsidiary applies the proceeds of such transaction in compliance with,
Section 4.10.



Section 4.21 Limitation on Issuances and Sales of Equity Interests in Wholly-Owned Subsidiaries.



(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, transfer,
convey, sell, lease or otherwise dispose of any Equity Interests in any Wholly-Owned Subsidiary of
the Company to any Person (other than the Company or a Wholly-Owned Subsidiary of the Company),
unless:




(1) such transfer, conveyance, sale, lease or other disposition is of all the Equity
Interests in such Wholly-Owned Restricted Subsidiary; and




(2) the Net Proceeds from such transfer, conveyance, sale, lease or other disposition
are applied in accordance with Section 4.10.



(b) The Company will not permit any Wholly-Owned Subsidiary of the Company to issue any of its
Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors’
qualifying shares or shares required by applicable law to be held by a Person other than the
Company or any of its Restricted Subsidiaries) to any Person other than to the Company or a
Wholly-Owned Subsidiary of the Company.



Section 4.22 Mortgages.



With respect to any fee owned or leasehold interest in any real property that is acquired by
the Company or a Guarantor after the Issue Date that (x) is required to become subject to a Lien
securing RCF Claims or (y) has (A) a purchase price or (B) a Fair Market Value greater than $2.5
million (such real property referred to individually and collectively as the “Premises”), within 90
days of acquisition, the Company shall:



(a) deliver to the Collateral Agent, as mortgagee, for the benefit of the Holders, fully
executed Mortgages, duly executed by the Company or such Guarantor, together with evidence of the
completion (or satisfactory arrangements for the completion), or all recordings and filings of such
Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against
the Premises purported to be covered thereby;



(b) use its commercially reasonable efforts to deliver to the Collateral Agent, a mortgagee’s
title insurance policy in favor of the Collateral Agent in an amount equal to 100% of the Fair
Market Value of the Premises purported to be covered by the related Mortgage, insuring that the
interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens,
defects and encumbrances other than Permitted Liens and a standard survey exception and exceptions
to policy coverage which are standard in the state in which the Premises are located and the
removal of which are prohibited by such state’s laws and/or regulations, and such policies shall
also include, to the extent available, other customary endorsements and shall be accompanied by
evidence of the payment in full of all premiums thereon;



(c) to the extent that a standard survey exception is not contained in the mortgagee’s title
policy delivered in accordance with clause (b) of this Section 4.22, with respect to the
covered Premises, use its commercially reasonable efforts to deliver to the Collateral Agent the
most recent survey of such Premises, together with either (i) an updated survey certification in
favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a
visual inspection of the property and the knowledge of the surveyor, there has been no change in
the facts depicted in the survey or (ii) an affidavit from the Company or such Guarantor stating
that there has been no change, other than, in each case, the changes that do not materially
adversely affect the use by the Company or such Guarantor of such Premises for the Company’s or
such Guarantor’s business as so conducted, or intended to be conducted, at such Premises; and



(d) deliver an opinion of counsel that such Mortgage has been duly authorized, executed and
delivered by the Company or such Guarantor, constitutes a valid, binding and enforceable obligation
of the Company or such Guarantor and creates a valid perfected Lien in the Premises purported to be
covered thereby.



Section 4.23 Maintenance of Property and Insurance.



(a) The Company will, and will cause each of its Restricted Subsidiaries to, keep all property
material to the operation of the business of the Company and its Restricted Subsidiaries, taken as
a whole, in good working order and condition in all material respects, ordinary wear and tear and
casualty loss excepted; provided, that the Company shall not be obligated to comply with the
foregoing provisions of this Section 4.23 to the extent that the failure to do so is not
adverse in any material respect to the Holders of the Notes.



(b) The Company will, and will cause each of its Restricted Subsidiaries to, maintain with one
or more insurance companies of national standing insurance on all property material to the
operation of the business of the Company and its Restricted Subsidiaries, taken as a whole, in at
least such amounts and against at least such risks as are determined by the Company in good faith
to be reasonable and prudent, taking into account the risks that are usually insured against in the
same general area by companies engaged in the same or a similar business (in each case, after
giving effect to any self-insurance determined by the Company to be reasonable and prudent, taking
into account the practices of similarly situated Persons engaged in the same or similar businesses
as the Company and its Restricted Subsidiaries).



Section 4.24 Capital Expenditures.



The Company will not and will not permit any Restricted Subsidiary to make Capital
Expenditures in excess of $75.0 million with respect to any expansion project or upgrade to the
Krotz Springs refinery (except as may be required by applicable law) unless the Company has made
Excess Cash Flow Offers to purchase at least $75.0 million in aggregate principal amount of Notes
since the Issue Date.



ARTICLE 5

SUCCESSORS




Section 5.01 Merger, Consolidation, or Sale of Assets.



(a) The Company will not, directly or indirectly, (1) consolidate or merge with or into
another Person (whether or not the Company is the surviving corporation), or (2) sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of the properties or
assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person, unless:




(1) either (A) the Company is the surviving corporation; or (B) the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to which such
sale, assignment, transfer, lease, conveyance or other disposition has been made is an
entity organized or existing under the laws of the United States of America, any state of
the United States of America or the District of Columbia; and, if such entity is not a
corporation, a co-obligor of the Notes is a corporation organized or existing under any such
laws;




(2) the Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, conveyance or other
disposition has been made assumes all the obligations of the Company under the Notes, this
Indenture, the Collateral Documents, the Intercreditor Agreement and the Registration Rights
Agreement;




(3) immediately after such transaction, no Default or Event of Default exists; and




(4) the Company or the Person formed by or surviving any such consolidation or merger
(if other than the Company) or to which such sale, assignment, transfer, lease, conveyance
or other disposition has been made would, on the date of such transaction after giving pro
forma effect thereto and any related financing transactions as if the same had occurred at
the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09(a).



(b) In the event of any transaction (other than a lease) described in and complying with the
conditions listed in Section 5.01(a) in which the Company is not the surviving Person, such
surviving Person or transferee shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under, and the Company shall be discharged from its Indenture
Obligations under, this Indenture, the Notes, the Collateral Documents and the Registration Rights
Agreement, with the same effect as if such successor Person had been named as the Company herein or
therein.



(c) This Section 5.01 will not apply to any sale, assignment, transfer, conveyance,
lease or other disposition of assets between or among the Company and its Restricted Subsidiaries.
Clauses (3) and (4) of Section 5.01(a) will not apply to any merger or consolidation of the
Company with or into one of its Restricted Subsidiaries for any purpose or with or into an
Affiliate solely for the purpose of reincorporating the Company in another jurisdiction.



ARTICLE 6

DEFAULTS AND REMEDIES




Section 6.01 Events of Default.



Each of the following is an “Event of Default”:




(1) default for 30 days in the payment when due of interest (including Special
Interest, if any) on the Notes;




(2) default in the payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium, if any, on, the Notes;




(3) failure by the Company or any of its Restricted Subsidiaries to timely offer to
purchase, purchase and pay for Notes as required by the provisions of Section 4.10,
4.15, or 4.16 or to comply with Section 5.01;




(4) failure by the Company or any of its Restricted Subsidiaries to comply with (a) any
of the other provisions of Article 4 (other than Section 4.03) for 30 days
after written notice specifying such failure is delivered to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount
of the Notes then outstanding; or (b) Section 4.03 for 60 days after written notice
specifying such failure is delivered to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding;




(5) default under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries), whether such Indebtedness or Note Guarantee
now exists, or is created after the Issue Date, if that default:




(A) is caused by a failure to pay at its Stated Maturity the principal of such
Indebtedness (a “Payment Default”); or




(B) results in the acceleration of such Indebtedness prior to its Stated
Maturity,




and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default
or the maturity of which has been so accelerated, aggregates $15.0 million or more;




(6) one or more final and non-appealable judgments for the payment of money entered by
a court or courts of competent jurisdiction aggregating in excess of $15.0 million (net of
amounts which are covered by insurance or bonded) shall be rendered against the Company or
any of its Restricted Subsidiaries and the same shall remain undischarged for a period of 60
days during which execution shall not be effectively stayed;




(7) (A) any security interest created by any Collateral Document ceases to be in full
force and effect and perfected to the extent, and with the priority, required by the terms
of this Indenture, the Collateral Documents and the Intercreditor Agreement or (B) the
breach or repudiation by the Company or any of its Restricted Subsidiaries of any of its
obligations under any Collateral Document; provided that, in the case of clauses (A) and
(B), such cessation, breach or repudiation, individually or in the aggregate, results in
Collateral (other than securities, instruments or other possessory collateral that have been
physically delivered by the Company or any of its Restricted Subsidiaries to the Collateral
Agent that are no longer in its possession due to no fault of the Company or any of its
Restricted Subsidiaries) having a Fair Market Value in excess of $5.0 million not being
subject to a valid, perfected security interest;




(8) except as permitted by this Indenture, any Note Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in full force and
effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or
disaffirms its obligations under its Note Guarantee; 




(9) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries of the Company that, taken together, would
constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy
Law:




(A) commences a voluntary case,




(B) consents to the entry of an order for relief against it in an involuntary
case,




(C) consents to the appointment of a custodian of it or for all or
substantially all of its property,




(D) makes a general assignment for the benefit of its creditors, or




(E) generally is not paying its debts as they become due; and




(10) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




(A) is for relief against the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries of the
Company that, taken together, would constitute a Significant Subsidiary in an
involuntary case;




(B) appoints a custodian of the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries of the
Company that, taken together, would constitute a Significant Subsidiary or for all
or substantially all of the property of the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary; or




(C) orders the liquidation of the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries of the
Company that, taken together, would constitute a Significant Subsidiary;



	 	 	 
	Section 6.02
	 	and the order or decree remains unstayed and in effect for 60 consecutive days.

Acceleration.







(a) In the case of an Event of Default specified in clause (9) or (10) of Section
6.01, with respect to the Company, any Restricted Subsidiary of the Company that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary, all outstanding Notes will become due and payable
immediately without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such
declaration, the Notes shall become due and payable immediately.



(b) In the event of a declaration of acceleration of the Notes because an Event of Default has
occurred and is continuing as a result of the acceleration of any Indebtedness described in clause
(5) of Section 6.01, the declaration of acceleration of the Notes will be automatically
annulled if the holders of any Indebtedness described in such clause (5) have rescinded the
declaration of acceleration in respect of such Indebtedness within 30 days of the date of such
declaration and if (a) the annulment of the acceleration of the Notes would not conflict with any
judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default,
except nonpayment of principal or interest on the Notes that became due solely because of the
acceleration of the Notes, have been cured or waived.



(c) At any time after a declaration of acceleration, the Holders of a majority in aggregate
principal amount of the then outstanding Notes by notice to the Trustee and the Company may, on
behalf of the Holders of all of the Notes, rescind an acceleration and its consequences or waive
any existing Default or Event of Default and its consequences under this Indenture except a
continuing Default or Event of Default in the payment of interest (including Special Interest) or
premium, if any, on, or the principal of, the Notes.



Section 6.03 Other Remedies.



If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium and Special Interest, if any, and interest on the
Notes or to enforce the performance of any provision of the Notes or this Indenture.



The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.



Section 6.04 Waiver of Past Defaults.



Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee and the Company may on behalf of the Holders of all of the Notes
waive an existing Default or Event of Default and its consequences hereunder, except a continuing
Default or Event of Default in the payment of the principal of, premium or Special Interest, if
any, or interest on, the Notes (including in connection with an offer to purchase made pursuant to
Section 4.10, 4.15 or 4.16); provided, however, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration
and its consequences, including any related Payment Default that resulted from such acceleration.
Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent thereon.



Section 6.05 Control by Majority.



Holders of a majority in aggregate principal amount of the then outstanding Notes may direct
the time, method and place of conducting any proceeding for exercising any remedy available to the
Trustee or Collateral Agent, as applicable, or exercising any trust or power conferred on it.
However, the Trustee or Collateral Agent, as applicable, may refuse to follow any direction that
conflicts with law or this Indenture, the Intercreditor Agreement or the Collateral Documents or
that the Trustee or Collateral Agent, as applicable, determines may be unduly prejudicial to the
rights of other Holders of Notes or that may involve the Trustee or Collateral Agent, as
applicable, in personal liability.  The Trustee and the Collateral Agent may take any
other action deemed proper by the Trustee and Collateral Agent, as applicable, which is not
inconsistent with such direction. Prior to taking any action as directed under this Section
6.05, the Trustee or Collateral Agent, as applicable, shall be entitled to indemnification
satisfactory to it against all losses or expenses caused by following such direction.



Section 6.06 Limitation on Suits.



Except to enforce the right to receive payment of principal, premium, if any, or interest
(including Special Interest, if any) when due in accordance with Section 6.07, no Holder of
a Note may pursue any remedy with respect to this Indenture or the Notes unless:




(1) such Holder has previously given the Trustee notice that an Event of Default is
continuing;




(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes
have requested the Trustee to pursue the remedy;




(3) such Holders have offered the Trustee security or indemnity satisfactory to the
Trustee against any loss, liability or expense;




(4) the Trustee has not complied with such request within 60 days after the receipt of
the request and the offer of security or indemnity; and




(5) Holders of a majority in aggregate principal amount of the then outstanding Notes
have not given the Trustee a direction inconsistent with such request within such 60-day
period.



A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a
Note or to obtain a preference or priority over another Holder of a Note.



Section 6.07 Rights of Holders of Notes to Receive Payment.



Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium and Special Interest, if any, and interest on the Note, on or
after the respective due dates expressed in the Note (including in connection with an offer to
purchase made pursuant to Section 4.10, 4.15 or 4.16), or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder; provided that a Holder shall not have the right to
institute or prosecute any such suit for the enforcement of payment if and to the extent that the
institution or prosecution thereof or the entry of judgment therein would, under applicable law,
result in the surrender, impairment, waiver or loss of the Lien of this Indenture upon any property
subject to such Lien.



Section 6.08 Collection Suit by Trustee.



If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing, the Trustee may institute a judicial proceeding for the collection of the sums so due
and unpaid, and may prosecute such proceedings to judgment or final decree, and may enforce the
same against the Company or any other obligor upon the Notes and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the Company or any other
obligor upon the Notes, wherever situated.



Section 6.09 Trustee May File Proofs of Claim.



The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall be entitled and
empowered to collect, receive and distribute any money or other property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee and Collateral Agent
and its agents and counsel (or their respective agents and counsel if the Trustee and Collateral
Agent are different Persons), and any other amounts due the Trustee under Section 7.07 and
the Collateral Agent under Section 10.11. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee and Collateral Agent, its agents
and counsel (or their respective agents and counsel if the Trustee and Collateral Agent are
different Persons), and any other amounts due the Trustee under Section 7.07 or the
Collateral Agent under Section 10.11 out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of,
any and all distributions, dividends, money, securities and other properties that the Holders may
be entitled to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.



Section 6.10 Priorities.



Subject to the terms of the Intercreditor Agreement, if the Trustee collects any money or
other property pursuant to this Article 6, including pursuant to the Collateral Documents,
it shall pay out the money or other property in the following order:




First: to the Trustee and Collateral Agent and its agents and counsel (or their
respective agents and counsel if the Trustee and Collateral Agent are different Persons) for
amounts due under Section 7.07 and Section 10.11, including payment of all
compensation, reasonable expenses and liabilities incurred, and all advances made, by the
Trustee and the Collateral Agent and the costs and expenses of collection;




Second: to Holders of Notes for amounts due and unpaid on the Notes for principal,
premium and Special Interest, if any, and interest, ratably, without preference or priority
of any kind, according to the amounts due and payable on the Notes for principal, premium
and Special Interest, if any and interest, respectively; and




Third: any surplus remaining after the payment in full in cash of all the Obligations
under the Notes (other than contingent indemnification obligations for which no claim has
been asserted) shall be paid to the Company or to such party as a court of competent
jurisdiction shall direct.



The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10.



Section 6.11 Undertaking for Costs.



All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof
shall be deemed to have agreed, in any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a
court in its discretion may require the filing by any party litigant in the suit of an undertaking
to pay the costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant. This Section
6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to
Section 6.07, or a suit by Holders of more than 10% in aggregate principal amount of the
then outstanding Notes.



Section 6.12 Restoration of Rights and Remedies.



If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every case the Company, the
Trustee and the Holder shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder.



ARTICLE 7

TRUSTEE




Section 7.01 Duties of Trustee.



(a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
its exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.



(b) Except during the continuance of an Event of Default:




(1) the duties of the Trustee will be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and




(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee will examine
such certificates and opinions to determine whether or not they conform to the requirements
of this Indenture.



(c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




(1) this paragraph does not limit the effect of paragraph (b) or (e) of
this Section 7.01;




(2) the Trustee will not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and




(3) the Trustee will not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.05.



(d) Whether or not therein expressly so provided, every provision of this Indenture, the
Collateral Documents and the Intercreditor Agreement that in any way relates to the Trustee is
subject to this Section 7.01 and to Section 7.02.



(e) No provision of this Indenture will require the Trustee to expend or risk its own funds or
incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not reasonably assured to it.



(f) The Trustee will not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.



Section 7.02 Rights of Trustee.



(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or
document, but the Trustee, in its reasonable discretion, may make such further inquiry or
investigation into such facts or matters as it reasonably may see fit, and if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney, and shall have reasonable
access to the premises of the Company during normal business hours in connection with such
examination in a manner not to disrupt the normal business operations of the Company.



(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and
complete authorization and protection from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.



(c) The Trustee may act through its attorneys and agents and will not be responsible for the
misconduct or negligence of any agent appointed with due care.



(d) The Trustee will not be liable for any action it takes or omits to take in good faith that
it believes to be authorized or within the rights or powers conferred upon it by this Indenture.



(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Company will be sufficient if signed by an Officer of the Company.



(f) In no event shall the Trustee be liable to any Person for special, punitive, indirect,
consequential or incidental loss or damage of any kind whatsoever (including but not limited to
lost profits), even if the Trustee has been advised of the likelihood of such loss or damage.



(g) The Trustee will be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any Holders of Notes unless such Holders have
offered to the Trustee indemnity or security satisfactory to the Trustee against the losses,
liabilities and expenses that might be incurred by it in compliance with such request or direction.



(h) In the event that the Trustee (in such capacity or in any other capacity hereunder) is
unable to decide between alternative courses of action permitted or required by the terms of this
Indenture, or in the event that the Trustee is unsure as to the application of any provision of
this Indenture, or believes any such provision is ambiguous as to its application, or is, or
appears to be, in conflict with any other applicable provision, or in the event that this Indenture
permits any determination by or the exercise of discretion on the part of the Trustee or is silent
or is incomplete as to the course of action that the Trustee is required to take with respect to a
particular set of facts, the Trustee may give notice (in such form as shall be appropriate under
the circumstances) to the Holders requesting instruction as to the course of action to be adopted,
and to the extent the Trustee acts in good faith in accordance with any written instructions
received from a majority in aggregate principal amount of the then outstanding Notes, the Trustee
shall not be liable on account of such action to any Person. If the Trustee shall not have received
appropriate instruction within 10 days of such notice (or such shorter period as reasonably may be
specified in such notice or as may be necessary under the circumstances) it may, but shall be under
no duty to, take or refrain from taking such action as it shall deem to be in the best interests of
the Holders and the Trustee shall have no liability to any Person for such action or inaction.



Section 7.03 Individual Rights of Trustee.



Each of the Trustee and the Collateral Agent in its individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee or the Collateral Agent, as
the case may be. However, in the event that the Trustee or the Collateral Agent acquires any
conflicting interest it shall eliminate such conflict within 90 days, apply to the SEC for
permission to continue as Trustee or resign. Any Agent may do the same with like rights and
duties. Each of the Trustee and the Collateral Agent is also subject to Sections 7.10 and
7.11, and the Trustee is subject to §§ 310(b) and 311 of the TIA.



Section 7.04 Trustee’s Disclaimer.



The Trustee will not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the
proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any
provision of this Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication,
and it assumes no responsibility for their correctness. The Trustee shall have no responsibility
with respect to any calculations made by the Company with respect to any Excess Cash Flow Offer or
Asset Sale Offer.



Section 7.05 Notice of Defaults.



(a) If a Default or Event of Default occurs and is continuing and if it is known to a
Responsible Officer of the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after the occurrence thereof or, if later, promptly
after such Responsible Officer knows of such Default or Event of Default, unless such Default or
Event of Default shall have been cured or waived. Except in the case of a Default or Event of
Default in payment of principal of, premium or Special Interest, if any, or interest on, any Note,
the Trustee shall be protected in withholding the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in the interests of
the Holders of the Notes.



(b) The Trustee shall not be deemed to have notice or be charged with knowledge of any Default
or Event of Default (other than a Default or Event of Default in the payment of interest (including
Special Interest) or premium, if any, on, or the principal of, the Notes) unless a Responsible
Officer of the Trustee has actual knowledge thereof or shall have received written notice thereof
at its address set forth in Section 13.02 from the Company or any Guarantor or Holders of
25% in aggregate principal amount of the then outstanding Notes specifying the occurrence and
nature thereof and stating that such notice is a notice of default.



Section 7.06 Reports by Trustee to Holders of the Notes.



(a) Within 60 days after each May 15 beginning with May 15, 2010, and for so long as Notes
remain outstanding, the Trustee will mail to the Holders of the Notes a report dated as of such
reporting date, in accordance with, and to the extent required by, § 313(a) of the TIA. The
Trustee will also comply with § 313(b) of the TIA. The Trustee will also transmit by mail all
reports as required by § 313(c) of the TIA.



(b) A copy of each report at the time of its mailing to the Holders of Notes will be filed by
the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with
TIA § 313(d). The Company will promptly notify the Trustee when the Notes are listed on any stock
exchange.



Section 7.07 Compensation and Indemnity.



(a) The Company will pay to the Trustee from time to time reasonable compensation as shall be
agreed to in writing by the Company and the Trustee for its acceptance of this Indenture and
services hereunder; provided that the compensation set forth in the fee letter executed by the
Company and the Trustee on or prior to the date hereof shall be deemed reasonable. The Trustee’s
compensation will not be limited by any law on compensation of a trustee of an express trust. The
Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances
and expenses incurred or made by it in addition to the compensation for its services. Such
expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s
agents and counsel.



(b) The Company and each Guarantor will, jointly and severally, indemnify the Trustee against
any and all losses, liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the costs and expenses
of enforcing this Indenture against the Company or any Guarantor (including this Section
7.07) and defending itself against any claim (whether asserted by the Company, a Guarantor, any
Holder or any other Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence, willful misconduct or bad faith. The Trustee will notify the
Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company will not relieve the Company or any Guarantor of its obligations hereunder. The
Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The
Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such
counsel. Neither the Company nor any Guarantor need pay for any settlement made without its
consent, which consent will not be unreasonably withheld.



(c) The obligations of the Company and each Guarantor under this Section 7.07 will
survive the satisfaction and discharge of this Indenture. The obligations of the Company and each
Guarantor to the Trustee under this Section 7.07 shall survive the resignation, removal or
replacement of the Trustee to the extent that the Trustee incurred fees, reimbursable expense or
indemnifiable losses, liabilities or expenses while acting as trustee hereunder before such
resignation, removal or replacement.



(d) To secure the Company’s and each Guarantor’s payment obligations in this Section
7.07 and Section 10.11, the Trustee will have a Lien on all money or property held or
collected by the Trustee, except that held in trust to pay principal, interest (including Special
Interest, if any) or premium, if any, on particular Notes, and such money and property shall be
applied to such Obligations as provided in Section 6.10.



(e) When the Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(9) or (10) occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are intended to constitute
expenses of administration under any Bankruptcy Law.



Section 7.08 Replacement of Trustee.



(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as provided in this
Section 7.08 and the Company’s receipt of written notice from the successor Trustee of such
appointment.



(b) The Trustee may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Company. The Holders of a majority in aggregate principal amount of
the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in
writing. The Company may remove the Trustee if:




(1) the Trustee fails to comply with Section 7.10;




(2) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law;




(3) a receiver of the Trustee or of its property shall have been appointed, or a
custodian or public officer takes charge of the Trustee or its property or affairs for the
purpose of rehabilitation, conservation or liquidation; or




(4) the Trustee becomes incapable of acting.



(c) If the Trustee resigns, is removed or becomes incapable of acting, or if a vacancy exists
in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a majority in aggregate
principal amount of the then outstanding Notes may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.



(d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in
aggregate principal amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.



(e) If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10, such Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will
become effective, and the successor Trustee, without any further act, deed, or conveyance, will
have all the rights, powers, trusts and duties of the Trustee under this Indenture; but, on request
of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee. The successor Trustee shall mail a notice of its
succession to the Holders, which shall include the address of its Corporate Trust Office. The
retiring Trustee will promptly transfer all property held by it as Trustee to the successor
Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company’s obligations under the Lien provided for in Section 7.07
will continue for the benefit of the retiring Trustee.



Section 7.09 Successor Trustee by Merger, etc.



Any entity into which the Trustee may be merged or converted or with which it may be
consolidated, or any entity resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such
entity shall be otherwise qualified and eligible under this Article 7, to the extent
operative, without the execution or filing of any paper or further act on the part of any of the
parties hereto or any Agent. In the case any Notes shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated
with the same effect as if such successor Trustee had itself authenticated such Notes.



Section 7.10 Eligibility; Disqualification.



(a) There will at all times be a Trustee hereunder that is an entity organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trust power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at least $50.0 million
as set forth in its most recent published annual report of condition. If at any time the Trustee
ceases to be eligible in accordance with the provisions of this Section 7.10, it shall
resign immediately in the manner and with the effect specified in this Article 7.



(b) This Indenture will always have a Trustee who satisfies the requirements of TIA
§ 310(a)(1), (2) and (5). The Trustee shall comply with the terms of TIA § 310(b).



Section 7.11 Preferential Collection of Claims Against Company.



The Trustee is subject to TIA § 311, excluding any creditor relationship listed in TIA
§ 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the
extent indicated therein.



ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE




Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.



The Company may at any time, at the option of its Board of Directors evidenced by a resolution
set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 be
applied to all outstanding Notes and Note Guarantees upon compliance with the conditions set forth
below in this Article 8.



Section 8.02 Legal Defeasance and Discharge.



Upon the Company’s exercise under Section 8.01 of the option applicable to this
Section 8.02, the Company and each of the Guarantors (if any) will, subject to the
satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged
from their respective obligations with respect to all outstanding Notes (including the Note
Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors (if
any) will be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be
“outstanding” only for the purposes of Section 8.05 and the other sections of this
Indenture referred to in clauses (1) and (2) of this Section 8.02, and to have satisfied
all their other obligations under such Notes, the Note Guarantees and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which will survive until otherwise
terminated or discharged hereunder:




(1) the rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest (including Special Interest, if any) or premium, if any, on, such
Notes when such payments are due from the trust referred to in Section 8.04;




(2) the Company’s obligations with respect to such Notes under Sections 2.02,
2.03, 2.07, 2.10, and 4.02;




(3) the rights, powers, trusts, duties and immunities of the Trustee and the Collateral
Agent hereunder and the Company’s and the Guarantors’ (if any) obligations in connection
therewith; and




(4) this Article 8.



Subject to compliance with this Article 8, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03.



Section 8.03 Covenant Defeasance.



Upon the Company’s exercise under Section 8.01 of the option applicable to this
Section 8.03, the Company and each Guarantor will, subject to the satisfaction of the
conditions set forth in Section 8.04, be released from each of their obligations under the
covenants contained in Sections 4.03, 4.04, 4.05, 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15,
4.16, 4.17 ̧ 4.18, 4.19, 4.20, 4.21, 4.22,
4.23 and 4.24 and clause (4) of Section 5.01(a) with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04 are
satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but will continue to be
deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not
be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that,
with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit
to comply with and will have no liability in respect of any term, condition or limitation set forth
in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein
to any such covenant or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply will not constitute a Default or an
Event of Default under Section 6.01, but, except as specified above, the remainder of this
Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the
Company’s exercise under Section 8.01 of the option applicable to this Section
8.03, subject to the satisfaction of the conditions set forth in Section 8.04,
Sections 6.01(3) through 6.01(8) will not constitute Events of Default.



Section 8.04 Conditions to Legal or Covenant Defeasance.



In order to exercise either Legal Defeasance or Covenant Defeasance under either Section
8.02 or 8.03:




(1) the Company must irrevocably deposit or cause to be deposited with the Trustee, in
trust, for the benefit of the Holders of the Notes, cash in United States dollars,
non-callable Government Securities, or a combination of cash in United States dollars and
non-callable Government Securities, in amounts as will be sufficient, in the opinion of a
nationally recognized investment bank, appraisal firm or firm of independent public
accountants, to pay the principal of, and accrued and unpaid interest (including Special
Interest, if any) and premium, if any, on, the outstanding Notes on the stated date for
payment thereof or on the applicable redemption date, as the case may be, and the Company
must specify whether the Notes are being defeased to such stated date for payment or to a
particular redemption date;




(2) in the case of an election under Section 8.02, the Company must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that:




(A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling; or




(B) since the Issue Date, there has been a change in the applicable U.S.
federal income tax law,




in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, subject to customary assumptions and exclusions, the Holders of the
outstanding Notes will not recognize income, gain or loss for U.S. federal income
tax purposes as a result of such Legal Defeasance and will be subject to U.S.
federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance were not to occur;




(3) in the case of an election under Section 8.03, the Company must deliver to
the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and
exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for
U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject
to U.S. federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance were not to occur;




(4) no Default or Event of Default with respect to the outstanding Notes has occurred
and is continuing on the date of such deposit (other than as a result of the borrowing of
funds to be applied to such deposit (or any similar concurrent deposit relating to other
Indebtedness), or the granting of Liens to secure such borrowings);




(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, any material agreement or instrument (other
than this Indenture and the agreements governing any other Indebtedness being defeased,
discharged or replaced) to which the Company or any of its Restricted Subsidiaries is a
party or by which the Company or any of its Restricted Subsidiaries is bound;




(6) the Company must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of Notes over
the other creditors of the Company with the intent of defeating, hindering, delaying or
defrauding any creditors of the Company or others; and




(7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each confirming that all conditions precedent relating to the Legal Defeasance or
the Covenant Defeasance have been complied with.




	 	 	Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.





Subject to Section 8.06, all money and non-callable Government Securities (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 in respect
of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal, premium and
Special Interest, if any, and interest, but such money need not be segregated from other funds
except to the extent required by law.



The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or non-callable Government Securities deposited pursuant to
Section 8.04 or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.



Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver
or pay to the Company from time to time upon the request of the Company any money or non-callable
Government Securities held by it as provided in Section 8.04 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section
8.04(1)), are in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.



Section 8.06 Repayment to Company.



Subject to applicable abandoned property laws, any money or property deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal
of, premium or Special Interest, if any, or interest on, any Note and remaining unclaimed for one
year after such principal, premium or Special Interest, if any, or interest has become due and
payable shall be paid to the Company on its request or (if then held by the Company) will be
discharged from such trust; and the Holder of such Note will thereafter be permitted to look only
to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee thereof, will thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any
such repayment, may at the expense of the Company cause to be published once, in the New York Times
and The Wall Street Journal (national edition), notice that such money or property remains
unclaimed and that, after a date specified therein, which will not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money or property then
remaining will be repaid to the Company.



Section 8.07 Reinstatement.



If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable
Government Securities in accordance with Section 8.02 or 8.03, as the case may be,
by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under
this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no
deposit had occurred pursuant to Section 8.02 or 8.03 until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium or Special Interest, if any, or interest on, any Note following
the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders
of such Notes to receive such payment from the money or property held by the Trustee or Paying
Agent; and provided further that neither the failure of the Company or any of its Subsidiaries to
have complied with such revived and reinstated obligations during the period (for purposes of this
Section 8.07, the “Suspension Period”) subsequent to such deposit pursuant to
Section 8.02 or 8.03 and prior to such reinstatement and revival, nor compliance by
the Company or any of its Subsidiaries with any contractual obligation entered into in compliance
with this Indenture during the Suspension Period, will constitute a Default, Event of Default or
breach of any kind under this Indenture, the Notes or any Guarantees.



ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER




Section 9.01 Without Consent of Holders of Notes.



Notwithstanding Section 9.02, the Company, the Guarantors (if any), the Trustee and,
as applicable, the Collateral Agent may amend or supplement this Indenture, the Notes, the Note
Guarantees or, subject to the Intercreditor Agreement, the Collateral Documents, and the Trustee
and any other party to the Intercreditor Agreement may amend or supplement the Intercreditor
Agreement without the consent of any Holder of Notes:




(1) to cure any ambiguity, defect or inconsistency;




(2) to provide for uncertificated Notes in addition to or in place of certificated
Notes;




(3) to evidence the succession of another Person to the Company or any Guarantor and
the assumption by any such successor of the covenants of the Company or such Guarantor in
this Indenture, the Notes, the Note Guarantees or the Collateral Documents;




(4) to make any change that would provide any additional rights or benefits to the
Holders of Notes or that does not adversely affect the legal rights under this Indenture of
any such Holder;




(5) to comply with requirements of law or the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;




(6) to conform the text of an Indenture Document to any provision of the “Description
of Notes” section of the Offering Memorandum to the extent that the Trustee has received an
Officers’ Certificate stating that such text constitutes an unintended conflict with the
description of the corresponding provisions in the “Description of Notes”;




(7) to evidence and provide for the acceptance of the appointment under this Indenture
or the Collateral Documents of a successor Trustee or Collateral Agent;




(8) to make any change to the Intercreditor Agreement to add parties thereto and
otherwise implement the arrangements contemplated by the Offering Memorandum to be governed
thereby in a manner consistent with the description thereof in the Offering Memorandum;




(9) to make any other provisions with respect to matters or questions arising under the
Indenture Documents, provided that such actions pursuant to this clause shall not adversely
affect the interests of the Holders in any material respect, as determined in good faith by
the Company;




(10) to enter into additional or supplemental Collateral Documents;




(11) to release Collateral when permitted or required by this Indenture, the Collateral
Documents or the Intercreditor Agreement; or




(12) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee
with respect to the Notes.



Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amendment or supplement, and upon receipt by the Trustee and
the Collateral Agent, as applicable, of the documents described in Sections 7.02 and
9.06, the Trustee and the Collateral Agent, as applicable, will join with the Company and
the Guarantors (if any) in the execution of such amendment or supplement unless such amendment or
supplement affects the Trustee’s or the Collateral Agent’s, as the case may be, own rights, duties
or immunities under this Indenture or otherwise, in which case each of the Trustee and the
Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into
such amendment or supplement.



Section 9.02 With Consent of Holders of Notes.



(a) Except as provided below in this Section 9.02, the Company, the Guarantors (if
any), the Trustee and the Collateral Agent, as applicable, may amend or supplement this Indenture
(including, without limitation, Sections 4.10, 4.15 and 4.16), the
Notes, the Note Guarantees, the Collateral Documents and, with the consent of the required lenders
under the Revolving Credit Facility, the Intercreditor Agreement with the consent of the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes (including,
without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes), and, subject to Sections 6.04 and 6.07, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the principal of,
premium or Special Interest, if any, or interest on, the Notes, except a payment default resulting
solely from an acceleration that has been rescinded) or compliance with any provision of this
Indenture, the Notes, the Note Guarantees or, subject to the Intercreditor Agreement, the
Collateral Documents may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes).



(b) Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate
principal amount of the Notes then outstanding may waive compliance in a particular instance by the
Company with any provision of this Indenture, the Notes, the Note Guarantees or the Collateral
Documents.



(c) Without the consent of each Holder affected, an amendment, supplement or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):




(1) reduce the principal amount of Notes the consent of the Holders of which is
required for an amendment, supplement or waiver;




(2) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes (other than as provided above with
respect to Sections 4.10, 4.15 and 4.16);




(3) reduce the rate of or change the time for payment of interest, including default
interest, on any Note;




(4) waive a Default or Event of Default in the payment of principal of, or interest
(including Special Interest, if any) or premium, if any, on, the Notes (except a rescission
of acceleration of the Notes by the Holders of at least a majority in aggregate principal
amount of the then outstanding Notes and a waiver of the payment default that resulted from
such acceleration);




(5) make any Note payable in money other than that stated in the Notes;




(6) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of, or interest
(including Special Interest, if any) or premium, if any, on, the Notes;




(7) waive a redemption payment with respect to any Note (other than a payment required
by Sections 4.10, 4.15 or 4.16);




(8) release any Guarantor from any of its obligations under its Note Guarantee or this
Indenture, except in accordance with the terms of this Indenture;




(9) release all or substantially all of the Collateral; or




(10) make any change in the preceding amendment and waiver provisions.



(d) Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amendment or supplement, and upon the filing with the Trustee
and the Collateral Agent, as applicable, of evidence satisfactory to the Trustee and the Collateral
Agent, as applicable, of the consent of the Holders of Notes as aforesaid, and upon receipt by the
Trustee and the Collateral Agent, as applicable, of the documents described in Sections
7.02 and 9.06, the Trustee and the Collateral Agent, as applicable, will join with the
Company and the Guarantors (if any) in the execution of such amendment or supplement unless such
amendment or supplement affects the Trustee’s or the Collateral Agent’s, as the case may be, own
rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and the
Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into
such amendment or supplement.



(e) It shall not be necessary for the consent of the Holders of Notes under this Section
9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is
sufficient if such consent approves the substance thereof.



(f) After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or
any defect therein, will not, however, in any way impair or affect the validity of any such
amendment or supplement or waiver.



Section 9.03 Compliance with Trust Indenture Act.



Every amendment or supplement to this Indenture or the Notes will be set forth in an amended
or supplemental indenture that complies with the TIA as then in effect.



Section 9.04 Revocation and Effect of Consents.



(a) Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of
a Note is a continuing consent by the Holder of a Note and every subsequent Holder of such Note or
portion of such Note that evidences the same debt as the consenting Holder’s Note, even if notation
of the consent is not made on any such Note. Subject to Section 9.04(b), any such Holder
of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee
receives written notice of revocation before the date the amendment, supplement or waiver becomes
effective. Once an amendment, supplement or waiver becomes effective in accordance with its terms,
it shall thereafter bind every Holder.



(b) The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action required or
permitted to be taken pursuant to this Indenture, other than the delivery of instructions by
Holders to the Trustee or Collateral Agent. If a record date is fixed, then notwithstanding
Section 9.04(a), those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to give such consent or to revoke
any consent previously given or to take any such action, whether or not such Persons continue to be
Holders after such record date. No such consent shall become valid or effective more than 120 days
after such record date.



Section 9.05 Notation on or Exchange of Notes.



The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.



Failure to make the appropriate notation or issue a new Note will not affect the validity and
effect of such amendment, supplement or waiver.



Section 9.06 Trustee to Sign Amendments, etc.



The Trustee and the Collateral Agent, as applicable, will sign any amendment or supplement
authorized pursuant to this Article 9 if such amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee and the Collateral Agent, as
applicable. The Company may not sign an amendment or supplement until the Board of Directors of
the Company approves such amendment or supplement. In executing any amendment or supplement, the
Trustee and the Collateral Agent, as applicable, will be entitled to receive and (subject to
Section 7.01) will be fully protected in relying upon, in addition to the documents
required by Section 13.04, an Officers’ Certificate and an Opinion of Counsel stating that
the execution of such amendment or supplement is authorized or permitted by this Indenture and the
Collateral Documents (if applicable).



ARTICLE 10

COLLATERAL AND SECURITY




Section 10.01 Collateral Documents.



The due and punctual payment of the principal of, premium, if any, Special Interest, if any,
and interest on the Notes and amounts due hereunder and under the Note Guarantees (if any) when and
as the same shall be due and payable, whether on an interest payment date, by acceleration,
purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium,
if any, Special Interest, if any, and interest (to the extent permitted by law), if any, on the
Notes and the performance of all other Obligations of the Company and the Guarantors (if any) to
the Holders, the Collateral Agent or the Trustee under this Indenture and the other Indenture
Documents will be secured by the Collateral Documents. The Collateral Documents will provide for
the grant by the Company and Guarantors (if any) party thereto to the Collateral Agent of security
interests in the Collateral subject to Permitted Liens and the terms of the Intercreditor
Agreement.



Section 10.02 Recording and Opinions.



(a) The Company shall, and shall cause each of its Restricted Subsidiaries to, at its sole
cost and expense, take or cause to be taken such actions as may be required by the Collateral
Documents, to perfect, maintain (with the priority required under the Collateral Documents and
Intercreditor Agreement), preserve and protect the valid and enforceable, perfected (except as
expressly provided herein or therein) security interests in and on all the Collateral granted by
the Collateral Documents in favor of the Collateral Agent as security for the Obligations contained
in this Indenture, the Notes, any Note Guarantees and the Collateral Documents, superior to and
prior to the rights of all third Persons (other than third Persons holding Permitted Prior Liens
and as set forth in the Intercreditor Agreement), and subject to no other Liens (other than
Permitted Liens), including without limitation, (i) the filing of financing statements,
continuation statements, collateral assignments and any instruments of further assurance, in such
manner and in such places as may be required by law to preserve and protect fully the rights of the
Holders, the Collateral Agent, and the Trustee under this Indenture and the Collateral Documents to
all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the
securities pledged under the Security Agreement, duly endorsed in blank or accompanied by undated
stock powers or other instruments of transfer executed in blank, it being understood that
concurrently with the execution of this Indenture the Company and its Restricted Subsidiaries have
submitted financing statements to a reputable filing service for prompt filing in the appropriate
filing offices. The Company shall from time to time promptly pay all financing and continuation
statement recording and/or filing fees, charges and recording and similar taxes relating to this
Indenture, the Collateral Documents and any amendments hereto or thereto and any other instruments
of further assurance required pursuant hereto or thereto.



(b) The Company shall furnish to the Trustee and the Collateral Agent (if other than the
Trustee), on or within one month of October 15 of each year, commencing October 15, 2010, an
Opinion of Counsel in compliance with TIA § 314(b).



Section 10.03 Release of Collateral.



(a) Subject to the Intercreditor Agreement, the Collateral Agent shall not at any time release
the Collateral from the Liens created by the Collateral Documents unless such release is in
accordance with the provisions of this Indenture and the applicable Collateral Documents.



(b) The release of any Collateral from the Liens created by the Collateral Documents shall not
be deemed to impair the security under this Indenture in contravention of the provisions hereof if
and to the extent the Collateral is released pursuant to this Indenture and the Collateral
Documents. To the extent applicable, the Company shall cause § 313(b) of the TIA, relating to
reports, and § 314(d) of the TIA, relating to the release of property (other than the release of
current assets in the ordinary course of business) from the Liens created by this Indenture and the
Collateral Documents to be complied with; provided, that any certificate or opinion required by
§314(d) of the TIA may be made solely by an Officer of the Company.



Section 10.04 Specified Releases of Collateral.



(a) Collateral may be released from the Liens created by the Collateral Documents at any time
or from time to time in accordance with the provisions of the Collateral Documents and the
Intercreditor Agreement or as provided in this Indenture. The Liens securing the Collateral shall
be automatically released without the need for any further action by any Person under any one or
more of the following circumstances:




(1) to enable the Company or a Guarantor (if any) to consummate asset dispositions
permitted or not prohibited under Section 4.10 or sale and leaseback transactions
permitted under Section 4.20; provided that such Liens will not be released if such
sale or disposition is subject to Section 5.01;




(2) if any Guarantor is released from its Guarantee in accordance with the terms of
this Indenture (including by virtue of such Guarantor ceasing to be a Restricted
Subsidiary), that Guarantor’s assets will also be released from the Liens securing its
Guarantee and the other Indenture Obligations;




(3) if required in accordance with the terms of the Intercreditor Agreement;




(4) as described under Section 10.05; or




(5) with the consent of Holders in accordance with Section 9.02.



(b) Upon the request of the Company pursuant to an Officers’ Certificate and Opinion of
Counsel confirming that all conditions precedent hereunder and under the Collateral Documents and
Intercreditor Agreement have been met, and any necessary or proper instruments of termination,
satisfaction or release prepared by the Company or the Guarantors (if any), as the case may be, the
Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the
Company or the Guarantors (if any), shall execute, deliver or acknowledge such instruments or
releases to evidence the release from the Liens created by the Collateral Documents of any
Collateral permitted to be released pursuant to this Indenture, the Collateral Documents or the
Intercreditor Agreement.



Section 10.05 Release upon Satisfaction or Defeasance of all Outstanding Obligations.



(a) The Liens on all Collateral that secure the Notes and the Note Guarantees will be
automatically terminated and released without the need for further action by any Person:




(1) if the Company exercises Legal Defeasance or Covenant Defeasance as described under
Section 8.01;




(2) upon satisfaction and discharge of this Indenture as described under Article
12; or




(3) upon payment in full in immediately available funds of the principal of, premium,
if any, and accrued and unpaid interest (including Special Interest, if any) on the Notes
and all other Obligations under this Indenture and the Collateral Documents that are then
due and payable (other than contingent indemnification obligations for which no claim has
been asserted).



(b) Upon the request of the Company pursuant to an Officers’ Certificate and Opinion of
Counsel confirming that all conditions precedent hereunder and under the Collateral Documents and
Intercreditor Agreement have been met, any necessary or proper instruments of termination,
satisfaction or release prepared by the Company or the Guarantors (if any), as the case may be, the
Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the
Company or the Guarantors (if any), shall execute, deliver or acknowledge such instruments or
releases to evidence the release from the Liens created by the Collateral Documents of any
Collateral permitted to be released pursuant to this Indenture, the Intercreditor Agreement or the
Collateral Documents.



Section 10.06 Form and Sufficiency of Release and Subordination.



In the event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of
or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that may be
sold, exchanged or otherwise disposed of by the Company or such Guarantor to any Person other than
the Company or a Guarantor, and the Company or such Guarantor requests that the Trustee or
Collateral Agent furnish a written disclaimer, release or quit-claim of any interest in such
property under this Indenture and the Collateral Documents, the Trustee and the Collateral Agent,
as applicable, shall execute, acknowledge and deliver to the Company or such Guarantor (in the form
prepared by the Company at the Company’s sole expense) such an instrument promptly after
satisfaction of the conditions set forth herein for delivery of any such release. Notwithstanding
the preceding sentence, all purchasers and grantees of any property or rights purporting to be
released herefrom shall be entitled to rely upon any release executed by the Trustee or the
Collateral Agent, as applicable, as sufficient for the purpose of this Indenture and as
constituting a good and valid release of the property therein described from the Lien of this
Indenture or of the Collateral Documents. In addition to the foregoing, in the event that the
Company or any Guarantor has any Collateral or intends to have any Collateral subject to a
Permitted Lien of the type described in clause (7) of the definition thereof, and the Company or
such Guarantor requests that the Trustee or Collateral Agent enter into a subordination agreement
with the holder of such Permitted Lien in order to subordinate the Lien of the Collateral Agent in
such Collateral to the Lien of such holder in such Collateral, the Trustee and the Collateral
Agent, as applicable, shall execute, acknowledge and deliver to the Company or such Guarantor or
the holder of such Permitted Lien such an instrument (in the form prepared by the Company, or the
holder of such Permitted Lien, at the Company’s sole expense) promptly after such request.



Section 10.07 Purchaser Protected.



No purchaser or grantee of any property or rights purported to have been released from the
Lien of this Indenture or of the Collateral Documents shall be bound to ascertain the authority of
the Trustee or the Collateral Agent, as applicable, to execute the release or to inquire as to the
existence of any conditions herein prescribed for the exercise of such authority; nor shall any
purchaser or grantee of any property or rights permitted by this Indenture to be sold or otherwise
disposed of by the Company be under any obligation to ascertain or inquire into the authority of
the Company to make such sale or other disposition.



Section 10.08 Authorization of Actions to be Taken by the Collateral Agent Under the Collateral
Documents.



(a) Subject to the provisions of the applicable Collateral Documents and the Intercreditor
Agreement, each Holder, by acceptance of the Notes, agrees that the Collateral Agent shall execute
and deliver the Intercreditor Agreement and the Collateral Documents to which it is a party and all
agreements, documents and instruments incidental thereto, and act in accordance with the terms
thereof. For the avoidance of doubt, the Collateral Agent shall have no discretion under this
Indenture, the Intercreditor Agreement or the Collateral Documents and shall not be required to
make or give any determination, consent, approval, request or direction without the written
direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes,
the Trustee or the Company, as applicable.



(b) So long as an Event of Default is not continuing, the Company may direct the Collateral
Agent in connection with any action required or permitted by this Indenture, the Collateral
Documents or the Intercreditor Agreement. During the continuance of an Event of Default, the
Trustee may direct the Collateral Agent in connection with any action required or permitted by this
Indenture, the Collateral Documents or the Intercreditor Agreement.



Section 10.09 Authorization of Receipt of Funds by the Trustee Under the Collateral Documents.



The Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee
and the Holders distributed under the Collateral Documents or the Intercreditor Agreement and, to
the extent not prohibited under the Intercreditor Agreement, to make further distributions of such
funds to itself, the Trustee and the Holders in accordance with the provisions of Section
6.10 and the other provisions of this Indenture.



Section 10.10 Action by the Collateral Agent.



In each case that the Collateral Agent may or is required hereunder or under any Collateral
Document to take any action (an “Action”), including without limitation to make any determination,
to give consents, to exercise rights, powers or remedies, to release or sell Collateral or
otherwise to act hereunder or under any Collateral Document, the Collateral Agent may seek
direction from the Holders of a majority in aggregate principal amount of the then outstanding
Notes. The Collateral Agent shall not be liable with respect to any Action taken or omitted to be
taken by it in accordance with the direction from the Holders of a majority in aggregate principal
amount of the then outstanding Notes. If the Collateral Agent shall request direction from the
Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to
any Action, the Collateral Agent shall be entitled to refrain from such Action unless and until the
Collateral Agent shall have received direction from the Holders of a majority in aggregate
principal amount of the then outstanding Notes and an indemnification satisfactory to the
Collateral Agent, and the Collateral Agent shall not incur liability to any Person by reason of so
refraining.



Notwithstanding anything to the contrary in this Indenture or any Collateral Document, in no
event shall the Collateral Agent be responsible for, or have any duty or obligation with respect
to, the recording, filing, registering, perfection, protection or maintenance of the security
interests or Liens intended to be created by this Indenture or the Collateral Documents (including
the filing or continuation of any Uniform Commercial Code financing or continuation statements or
similar documents or instruments), nor shall the Collateral Agent be responsible for, and the
Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any
of the Collateral Documents or the security interests or Liens intended to be created thereby.



Section 10.11 Compensation and Indemnity.



(a) The Company will pay to the Collateral Agent from time to time reasonable compensation as
shall be agreed to in writing by the Company and the Collateral Agent for its acceptance of this
Indenture, the Intercreditor Agreement, the Collateral Documents and services hereunder. The
Company will reimburse the Collateral Agent promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for its services.
Such expenses will include the reasonable compensation, disbursements and expenses of the
Collateral Agent’s agents and counsel.



(b) The Company and the Guarantors (if any) will, jointly and severally, indemnify the
Collateral Agent against any and all losses, liabilities or expenses incurred by it arising out of
or in connection with the acceptance or administration of its duties under this Indenture, the
Intercreditor Agreement and the Collateral Documents, including (i) any claim relating to the grant
to the Collateral Agent of any Lien in any property or assets of the Company or the Guarantors (if
any) and (ii) the costs and expenses of enforcing this Indenture, the Intercreditor Agreement and
the Collateral Documents against the Company and the Guarantors (if any) (including this
Section 10.11) and defending itself against any claim (whether asserted by the Company, the
Guarantors (if any), any Holder or any other Person) or liability in connection with the exercise
or performance of any of its powers or duties hereunder or thereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence, willful misconduct or bad
faith. The Collateral Agent will notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Collateral Agent to so notify the Company will not relieve the Company
or the Guarantors (if any) of their obligations hereunder. The Company or such Guarantor will
defend such claim and the Collateral Agent will cooperate in the defense. The Collateral Agent may
have separate counsel and the Company will pay the reasonable fees and expenses of such counsel.
Neither the Company nor any Guarantor need pay for any settlement made without its consent, which
consent will not be unreasonably withheld.



(c) The obligations of the Company and the Guarantors (if any) under this Section
10.11 will survive the satisfaction and discharge of this Indenture and the resignation,
removal or replacement of the Collateral Agent.



ARTICLE 11

NOTE GUARANTEES




Section 11.01 Guarantee.



(a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
the Indenture Documents or the obligations of the Company hereunder or under any other Indenture
Documents, that:




(1) the principal of, premium and Special Interest, if any, and interest on, the Notes
will be promptly paid in full when due, subject to the applicable grace periods, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other Obligations of the Company to
the Holders, the Trustee or the Collateral Agent hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof; and




(2) in case of any extension of time of payment or renewal of any Notes or any of such
other Obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to applicable grace periods,
whether at Stated Maturity, by acceleration or otherwise.



Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors will be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.



(b) The Guarantors hereby agree that their obligations hereunder are unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with
respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenant that its Note Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes, the Collateral Documents
and this Indenture.



(c) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in
relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force
and effect.



(d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation
to the Holders in respect of any obligations guaranteed hereby until payment in full of all
Obligations (other than contingent indemnification obligations for which no claim has been
asserted) guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the
one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Note
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration
in respect of the Obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such obligations as provided in Article 6, such obligations (whether or not
due and payable) will forthwith become due and payable by the Guarantors for the purpose of this
Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of the Holders under the
Note Guarantee.



Section 11.02 Limitation on Guarantor Liability.



Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Collateral Agent, the
Holders and each Guarantor hereby irrevocably agree that the obligations of each Guarantor will be
limited to the maximum amount that will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor under its Note Guarantee not
constituting a fraudulent transfer or conveyance.



Section 11.03 Execution and Delivery of Note Guarantee.



To evidence its Note Guarantee set forth in Section 11.01, each Guarantor hereby
agrees that a notation of such Note Guarantee substantially in the form attached hereto as
Exhibit E will be endorsed by manual or facsimile signature of an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee.



Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 will
remain in full force and effect notwithstanding any failure to endorse on each Note a notation of
such Note Guarantee.



The failure of an Officer whose signature is on such Note Guarantee to continue to hold that
office at the time the Note on which such Note Guarantee is endorsed is authenticated will not
affect the validity of the Note Guarantee.



The delivery of any Note by the Trustee, after the authentication thereof hereunder, will
constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the
Guarantors.



In the event that the Company or any of its Restricted Subsidiaries creates or acquires any
Domestic Subsidiary after the Issue Date, if required by Section 4.18, the Company will
cause such Domestic Subsidiary to comply with the provisions of Section 4.18 and this
Article 11, to the extent applicable.



Section 11.04 Guarantors May Consolidate, etc., on Certain Terms.



Except as otherwise provided in Section 11.05, no Guarantor (other than a Guarantor
whose Note Guarantee is to be released in accordance with Section 11.05 hereof) may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person) another Person, other than the
Company or another Guarantor, unless:




(1) immediately after giving effect to that transaction, no Default or Event of Default
exists; and




(2) either:




(A) the Person acquiring the property in any such sale or disposition or the
Person (if other than that Guarantor, the Company or another Guarantor) formed by or
surviving any such consolidation or merger assumes all the obligations of that
Guarantor under its Note Guarantee, this Indenture, the Registration Rights
Agreement, the Collateral Documents and the Intercreditor Agreement pursuant to a
supplemental indenture and appropriate Collateral Documents; or




(B) such sale, other disposition, consolidation or merger complies with the
provisions of Section 4.10.



In case of any such consolidation, merger, sale or conveyance and upon the assumption (if
required by the foregoing provisions of this Section 11.04) by the successor Person, by
supplemental indenture, executed and delivered to the Trustee, of the Note Guarantee endorsed upon
the Notes and the due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor Person will succeed to and be
substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.
Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects
have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.



Except as set forth in Articles 4 and 5, and notwithstanding the foregoing
provisions of this Section 11.04, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.



Section 11.05 Releases.



(a) The Note Guarantee of a Guarantor will be automatically released without the need for
further action by any Person and without the consent of any Holder:




(1) in connection with any sale or other disposition of all or substantially all of the
assets of that Guarantor (including by way of merger or consolidation) to a Person that is
not (either before or after giving effect to such transaction) the Company or a Restricted
Subsidiary of the Company, if the sale or other disposition complies with Section
4.10; provided that such Guarantor’s Note Guarantee will not be released if the sale or
other disposition is subject to Section 5.01;




(2) in connection with any sale, issuance or other disposition of Capital Stock of that
Guarantor to a Person that is not (either before or after giving effect to such transaction)
the Company or a Restricted Subsidiary of the Company, if the sale, issuance or other
disposition complies with Section 4.10 and the Guarantor ceases to be a Restricted
Subsidiary of the Company as a result of the sale, issuance or other disposition; provided
that such Guarantor’s Note Guarantee will not be released if the sale or other disposition
is subject to Section 5.01;




(3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an
Unrestricted Subsidiary in accordance with Section 4.19;




(4) in the event that such Guarantor was required to become a Guarantor under the
provisions of Section 4.18 solely by virtue of clause (y) of the definition of
“Domestic Subsidiary,” at such time as such Guarantor shall cease to guarantee or otherwise
provide direct credit support for any Indebtedness of the Company or any other Guarantor; or




(5) upon a Legal Defeasance, Covenant Defeasance in accordance with Article 8
or satisfaction and discharge of this Indenture in accordance with Article 12.



(b) At the Company’s written direction and expense, in the event that a Note Guarantee of any
Guarantor is released in accordance with this Section 11.05, the Trustee will execute and
deliver an instrument acknowledging such release in accordance with the terms of this Indenture (in
a form prepared by the Company).



(c) Any Guarantor not released from its obligations under its Note Guarantee as provided in
this Section 11.05 will remain liable for the full amount of principal of and interest and
premium and Special Interest, if any, on the Notes and for the other Obligations of any Guarantor
under this Indenture as provided in this Article 11.



ARTICLE 12

SATISFACTION AND DISCHARGE




Section 12.01 Satisfaction and Discharge.



This Indenture will be discharged and will cease to be of further effect as to all Notes
issued hereunder, when:




(1) either:




(A) all Notes that have been authenticated, except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has been
deposited in trust and thereafter repaid to the Company, have been delivered to the
Trustee for cancellation; or




(B) all Notes that have not been delivered to the Trustee for cancellation (i)
have become due and payable, (ii) will become due and payable within one year or
(iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and, in each
case, the Company has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust solely for the benefit of the Holders, cash in
United States dollars, non-callable Government Securities, or a combination of cash
in United States dollars and non-callable Government Securities, in amounts as will
be sufficient, without consideration of any reinvestment of interest, to pay and
discharge the entire Indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium, if any, and accrued and unpaid interest
(including Special Interest, if any) thereon to the date of maturity or redemption;




(2) in respect of Section 12.01(1)(B), no Default or Event of Default has
occurred and is continuing on the date of the deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit and any similar
deposit relating to other Indebtedness and, in each case, the granting of Liens to secure
such borrowings) and the deposit will not result in a breach or violation of, or constitute
a default under, any other material instrument to which the Company or any Guarantor is a
party or by which the Company or any Guarantor is bound (other than with respect to the
borrowing of funds to be applied concurrently to make the deposit required to effect such
satisfaction and discharge and any similar concurrent deposit relating to other
Indebtedness, and in each case the granting of Liens to secure such borrowings);




(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and




(4) the Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at maturity or on the
redemption date, as the case may be.



In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to
the Trustee confirming that all conditions precedent to satisfaction and discharge have been
satisfied.



Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to Section 12.01(1)(B), the provisions of Sections 12.02
and 8.06 will survive. In addition, nothing in this Section 12.01 will be deemed
to discharge those provisions of Section 7.07 and 10.11, that, by their terms,
survive the satisfaction and discharge of this Indenture.



Section 12.02 Application of Trust Money.



Subject to the provisions of Section 8.06, all money and non-callable Government
Securities deposited with the Trustee pursuant to Section 12.01 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and
Special Interest, if any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the extent required by
law.



If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 12.01 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section
11.01; provided that if the Company has made any payment of principal of, premium or Special
Interest, if any, or interest on, any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from
the money or Government Securities held by the Trustee or Paying Agent; and provided further that
neither the failure of the Company or any of its Subsidiaries to have complied with such revived
and reinstated obligations during the period (for purposes of this Section 12.02, the
“Suspension Period”) subsequent to such deposit pursuant to Section 11.01 and prior to such
reinstatement and revival, nor compliance by the Company or any of its Subsidiaries with any
contractual obligation entered into in compliance with this Indenture during the Suspension Period,
will constitute a Default, Event of Default or breach of any kind under this Indenture, the Notes
or any Guarantees.



ARTICLE 13

MISCELLANEOUS




Section 13.01 Trust Indenture Act Controls.



After the qualification, if any, of this Indenture under the TIA, if any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties
will control. Any provision of the TIA which is required to be included in a qualified indenture,
but not expressly included herein, shall be deemed to be included in this Indenture by this
reference upon the qualification of this Indenture under the TIA.



Section 13.02 Notices.



Any notice or communication by the Company, any Guarantor, the Trustee or the Collateral Agent
to the others is duly given if in writing and delivered in person or by first class mail
(registered or certified, return receipt requested), email or other facsimile transmission or
overnight air courier promising next day delivery, to the others’ address:




If to the Company and/or any Guarantor:




Alon Refining Krotz Springs, Inc.




7616 LBJ Freeway, Suite 300




Dallas, TX 75251




Attention: Secretary




Facsimile No.: (972) 367-3724




with a copy to:




Jones Day




2727 North Harwood Street




Dallas, TX 75201




Attention: Mark E. Betzen




Facsimile No.: (214) 969-5100




If to the Trustee and Collateral Agent:




Wilmington Trust FSB


246 Goose Lane, Suite 105


Guilford, CT 06437


Attention: Joseph P. O’Donnell, Vice President


Facsimile No.: (203) 453-1183



The Company, any Guarantor, the Trustee or the Collateral Agent, by notice to the others, may
designate additional or different addresses for subsequent notices or communications.



All notices and communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by
email or other facsimile transmission; and the next Business Day after timely delivery to the
courier, if sent by overnight air courier promising next day delivery.



Any notice or communication to a Holder will be mailed by first class mail or by overnight
courier promising next day delivery to its address shown on the register kept by the Registrar.
Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the
extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in
it will not affect its sufficiency with respect to other Holders.



If a notice or communication is mailed or sent in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee
and each Agent at the same time.



Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any
Note provides for notice of any event (including any notice of redemption) to a Holder of a Global
Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the
Depositary for such Note (or its designee) pursuant to the customary procedures of such Depositary.



Section 13.03 Communication by Holders of Notes with Other Holders of Notes.



Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA § 312(c).



Section 13.04 Certificate and Opinion as to Conditions Precedent.



Upon any request or application by the Company or any Guarantor to the Trustee or Collateral
Agent to take any action under this Indenture (other than the initial issuance of the Notes), the
Collateral Documents or the Intercreditor Agreement, the Company or such Guarantor, as the case may
be, shall furnish to the Trustee or Collateral Agent, as applicable:




(1) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee or Collateral Agent, as applicable, (which must include the statements set forth in
Section 13.05) stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture, the Collateral Documents or the
Intercreditor Agreement, as applicable, relating to the proposed action have been satisfied;
and




(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
or Collateral Agent, as applicable, (which must include the statements set forth in
Section 13.05) stating that, in the opinion of such counsel, all such conditions
precedent, if any, provided for in this Indenture, the Collateral Documents or the
Intercreditor Agreement, as applicable, have been satisfied.



Section 13.05 Statements Required in Certificate or Opinion.



Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4) or the
Officers’ Certificate required by Section 4.04) must comply with the provisions of TIA
§ 314(e) and must include:




(1) a statement that each individual signing such certificate or opinion has read such
covenant or condition;




(2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




(3) a statement that, in the opinion of such individual, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with; and




(4) a statement as to whether or not, in the opinion of each such individual, such
condition or covenant has been complied with;



provided, that with respect to matters of fact, an Opinion of Counsel may rely on an Officers’
Certificate or certificates of public officials.



Section 13.06 Rules by Trustee and Agents.



The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.



Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders.



No director, officer, employee, incorporator or stockholder of the Company or any Guarantor,
as such, will have any liability for any Obligations of the Company or the Guarantors under the
Indenture Documents or the Registration Rights Agreement or for any claim based on, in respect of,
or by reason of, such Obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. The waiver may not be effective to waive liabilities under the federal
securities laws.



Section 13.08 Governing Law.



THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE,
THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.



Section 13.09 Waiver of Jury Trial.



EACH OF THE COMPANY, THE GUARANTORS (IF ANY), THE TRUSTEE AND THE COLLATERAL AGENT HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE
GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.



Section 13.10 No Adverse Interpretation of Other Agreements.



This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.



Section 13.11 Successors.



All agreements of the Company in this Indenture and the Notes will bind its successors. All
agreements of the Trustee in this Indenture will bind its successors. All agreements of each
Guarantor in this Indenture and the Note Guarantees will bind its successors, except as otherwise
provided in Section 11.05.



Section 13.12 Severability.



In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired thereby.



Section 13.13 Counterpart Originals.



The parties may sign any number of copies of this Indenture. Each signed copy will be an
original, but all of them together represent the same agreement.



Section 13.14 Table of Contents, Headings, etc.



The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and will in no way modify or restrict any of the terms or provisions hereof.



Section 13.15 Acts of Holders.



(a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments (including instruments in electronic, digital or other machine-readable form)
of substantially similar tenor signed (including signatures in electronic, digital or other
machine-readable form) by such Holders in person or by agent duly appointed in writing (including
signatures in electronic, digital or other machine-readable form); and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in
the manner provided in this Section 13.15.



(b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to such officer the execution thereof. Where such
execution is by a signer acting in a capacity other than such signer’s individual capacity, such
certificate or affidavit shall also constitute sufficient proof of such signer’s authority. The
fact and date of the execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee deems sufficient.



(c) The ownership of Notes shall be proved by the Holder list maintained under Section
2.05.



Section 13.16 Security Documents.



The Trustee, the Collateral Agent and the Holders are bound by the terms of the Collateral
Documents (including, without limitation, the Intercreditor Agreement).



[Signatures on following page]




IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be executed as of the
date first written above.



ALON REFINING KROTZ SPRINGS, INC.



By:/s/ Harlin R. Dean

Name: Harlin R. Dean

Title: Vice President and Secretary




1



TRUSTEE AND COLLATERAL AGENT



WILMINGTON TRUST FSB, as trustee and collateral agent



By: /s/ Joseph P. O’Donnell

Name: Joseph P. O’Donnell

Title: Vice President




2



[Face of Note]




THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (AS DEFINED IN § 1273(A) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, AND TREASURY REGULATIONS § 1.1273-1 PROMULGATED THEREUNDER). THE COMPANY
AGREES TO PROVIDE TO HOLDERS OF NOTES, UPON WRITTEN REQUEST, THE ISSUE PRICE, AMOUNT OF ORIGINAL
ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE
CHIEF FINANCIAL OFFICER OF THE COMPANY AT THE FOLLOWING ADDRESS: ALON REFINING KROTZ SPRINGS, INC.,
7616 LBJ FREEWAY, SUITE 300, DALLAS, TX 75251.



CUSIP/CINS ____________




131/2% Senior Secured Notes due 2014




No.    $     



ALON REFINING KROTZ SPRINGS, INC.




promises to pay to        or registered assigns,



the principal sum of        DOLLARS on October
15, 2014.



Interest Payment Dates: October 15 and April 15, commencing April 15, 2010



Record Dates: October 1 and April 1



Dated:       , 20      



Reference is made to the further provisions of this Note contained on the reverse side of this
Note, which for all purposes have the same effect as if set forth at this place.



Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under
the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.



[Signature page follows.]





3






IN WITNESS WHEREOF, Alon Refining Krotz Springs, Inc. has caused this Note to be signed
manually or by facsimile by its duly authorized officer as of this        day of       , 20      .




ALON REFINING KROTZ SPRINGS, INC.




By:

Name:

Title:




This is one of the 131/2% Senior Secured Notes due 2014 referred to in the within-mentioned
Indenture.



	 	 	 	 	 
	Dated:       , 20      	 	WILMINGTON TRUST FSB, as trustee
	 	 	By:
	 	


	 	 	 	 	 

	 	 	 	 	Name:

	 	 	 	 	Title:







4




[Back of Note]

131/2% Senior Secured Notes due 2014




[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]



[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]



Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.




(1) Interest. Alon Refining Krotz Springs, Inc., a Delaware
corporation (the “Company”), promises to pay interest on the principal amount of this Note
at 131/2% per annum from the Issue Date until maturity and shall pay the Special Interest, if
any, payable pursuant to Section 4 of the Registration Rights Agreement referred to below.
The Company will pay interest and Special Interest, if any, semi-annually in arrears on
October 15 and April 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest Payment Date
(but after the Issue Date), interest shall accrue from such next succeeding Interest Payment
Date, except in the case of the original issuance of the Notes, in which case interest shall
accrue from the date of authentication; provided further that the first Interest Payment
Date shall be April 15, 2010. The Company will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, at a rate that is 1% per annum in excess of the rate then in effect to the extent
lawful; it will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without
regard to any applicable grace periods) at the same rate to the extent lawful. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. The interest rate
on the Notes will in no event be higher than the maximum rate permitted by New York law as
the same may be modified by United States law of general application.




(2) Method of Payment. Except as provided in Section 2.12 of the
Indenture with respect to defaulted interest, the Company will pay interest on the Notes and
Special Interest, if any, on the applicable Interest Payment Date to the Persons who are
registered Holders of Notes at the close of business on the October 1 or April 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date. The Notes will be payable as to principal,
premium and Special Interest, if any, and interest at the office or agency of the Company
maintained for such purpose or, at the option of the Company, payment of interest and
Special Interest, if any, may be made by check mailed to the Holders at their addresses set
forth in the register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest, premium and
Special Interest, if any, on all Global Notes and all other Notes the Holders of which have
at the time provided wire transfer instructions to the Company or the Paying Agent. Such
payment will be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.




Any payments of principal of, premium, if any, and interest (including Special
Interest, if any) on this Note prior to Stated Maturity will be binding upon all future
holders of this Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted herein. The amount due and payable
at the maturity of this Note will be payable only upon presentation and surrender of this
Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.




(3) Paying Agent and Registrar. Initially, Wilmington Trust FSB, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.




(4) Indenture and Collateral Documents. The Company issued the Notes
under an Indenture dated as of October 22, 2009 (the “Indenture”) among the Company, the
Guarantors (if any) party thereto, the Trustee and the Collateral Agent. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture by
reference to the TIA. The Notes are subject to all such terms, and Holders are referred to
the Indenture and the TIA for a statement of such terms. To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are senior secured obligations of the
Company. The obligations of the Company and the Guarantors (if any) under the Notes and the
Note Guarantees (if any) are secured by Liens on the Collateral as and to the extent
provided in the Collateral Documents. The Indenture limits the aggregate principal amount
of Notes that may be issued thereunder to $216.5 million.




(5) Optional Redemption. 




(A) At any time prior to October 15, 2012, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon
not less than 30 nor more than 60 days’ notice, at a redemption price equal to 113.500% of
the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special
Interest, if any, to the date of redemption (subject to the rights of Holders of Notes on
the relevant regular record date to receive interest due on the relevant interest payment
date that is on or prior to the applicable date of redemption), with the net cash proceeds
of an Equity Offering; provided that:




(1) at least 65% of the aggregate principal amount of Notes originally
issued under the Indenture (excluding Notes held by the Company and its
Subsidiaries) remains outstanding immediately after the occurrence of such
redemption; and




(2) the redemption occurs within 90 days of the date of the closing of
such Equity Offering.




(B) On or after October 15, 2012, the Company may on any one or more occasions redeem
all or a part of the Notes issued under the Indenture, upon not less than 30 nor more than
60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set
forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes
redeemed, to the applicable date of redemption, if redeemed during the periods beginning on
the dates indicated below (subject to the rights of Holders of Notes on the relevant regular
record date to receive interest due on the relevant interest payment date that is on or
prior to the applicable date of redemption):



	 	 	 	 	 
	For the period below	 	Percentage
	On or after October 15, 2012

	 	 	106.750	%
	On or after October 15, 2013

	 	 	103.375	%
	On or after April 15, 2014.

	 	 	100.000	%







(C) At any time prior to October 15, 2012, the Company may on any one or more occasions
redeem all or a part of the Notes issued under the Indenture, upon not less than 30 nor more
than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the
Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest and Special
Interest, if any, on the Notes redeemed, to the applicable date of redemption (subject to
the rights of Holders of Notes on the relevant regular record date to receive interest due
on the relevant interest payment date that is on or prior to the applicable date of
redemption).




Except pursuant to paragraphs 5(A) and 5(C), the Notes are not redeemable at the
Company’s option prior to October 15, 2012. The Company is not, however, prohibited under
the Indenture from acquiring Notes by means other than a redemption, whether pursuant to
open-market transactions, tender offers or otherwise so long as such acquisition does not
otherwise violate the terms of the Indenture. Unless the Company defaults in the payment of
the redemption price, interest will cease to accrue on the Notes or portions thereof called
for redemption on the applicable redemption date.




(6) Mandatory Redemption. The Company is not required to make
mandatory redemption or sinking fund payments with respect to the Notes.




(7) Notice of Redemption. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address, except that redemption notices may be
mailed more than 60 days prior to a redemption date if the notice is issued in connection
with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to
Articles 8 or 12, respectively, of the Indenture. Notes in denominations larger than $2,000
may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held
by a Holder are to be redeemed.




(8) Repurchase at the Option of Holder.




(A) In connection with the occurrence of a Change of Control, the Company will make an
offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in
cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of
Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the
Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to
the rights of Holders on the relevant regular record date to receive interest due on the
relevant interest payment date that is on or prior to the Change of Control Payment Date.
Within 30 days following any Change of Control, the Company will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of Control and
offering to repurchase Notes on the date specified in the notice, which date shall be no
earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant
to the procedures described in such notice, subject to the terms of the Indenture.




(B) If the Company or a Restricted Subsidiary of the Company consummates an Asset Sale
of Notes Priority Collateral, within 30 days after each date on which the aggregate amount
of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer (an
“Asset Sale Offer”) to all Holders of Notes to repurchase all or any part (equal to $2,000
or integral multiples of $1,000 in excess thereof) of each Holder’s Notes at the purchase
price described below; provided, however, that the maximum aggregate price payable in any
Asset Sale Offer will not exceed such aggregate amount of Excess Proceeds. The purchase
price with respect to the Notes in any Asset Sale Offer will be equal to 100% of the
principal amount of the Notes repurchased, plus accrued and unpaid interest and Special
Interest, if any, thereon to the date of purchase, subject to proration in the event of
oversubscription and to the rights of Holders of Notes on the relevant regular record date
to receive interest due on the relevant interest payment date that is on or prior to the
applicable date of repurchase, and will be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any
purpose not otherwise prohibited by the Indenture. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds will be reset at zero. In connection with each Asset
Sale Offer, the Company will mail a notice to each Holder describing the Asset Sale Offer
and offering to repurchase Notes on the date specified in the notice, which date shall be no
earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant
to the procedures described in such notice, subject to the terms of the Indenture.




(C) After the end of each semi-annual period ending December 31 and June 30 with
respect to which the Company has Excess Cash Flow (starting with the semi-annual period
ending June 30, 2010), the Company will determine the amount (the “Excess Cash Flow Offer
Amount”) that is equal to 75% of such Excess Cash Flow for such period and make an offer (an
“Excess Cash Flow Offer”) to the Holders to repurchase all or any part (equal to $2,000 or
integral multiples of $1,000 in excess thereof) of each Holder’s Notes at the purchase price
described below; provided, however, that the maximum aggregate price payable in any Excess
Cash Flow Offer will not exceed the applicable Excess Cash Flow Offer Amount and that no
Excess Cash Flow Offer shall be required with respect to Excess Cash Flow for any period if,
at the time such Excess Cash Flow Offer would otherwise be required to be made, (i) an RCF
Availability Deficit shall have occurred as of the last day of the month most recently ended
prior to such time or would result therefrom, (ii) an RCF Event of Default shall have
occurred and be continuing or (iii) the Excess Cash Flow Offer Amount is less than $5.0
million (any Excess Cash Flow Offer Amount not applied to make an Excess Cash Flow Offer by
reason of this proviso (until subsequently so applied pursuant to the immediately following
proviso) is referred to as the “Deferred Excess Cash Flow Amount”); provided further,
however, that, at any time the Deferred Excess Cash Flow Amount exceeds $5.0 million, and
the RCF Availability exceeded the RCF Availability Threshold as of the last day of the month
most recently ended prior to such time by at least $5.0 million, and so long as no RCF Event
of Default shall have occurred and be continuing at such time or would result therefrom (the
“Deferred Excess Cash Flow Offer Trigger Date”), the Company will be required to make an
Excess Cash Flow Offer in an aggregate amount equal to the lesser of (x) the Deferred Excess
Cash Flow Amount and (y) the amount by which the RCF Availability exceeds the RCF
Availability Threshold (with such amount being deemed to be the Excess Cash Flow Offer
Amount). Notwithstanding anything to the contrary herein, the Company will not be required
to make more than one Excess Cash Flow Offer in any fiscal quarter and, in calculating the
Excess Cash Flow Offer Amount attributable to Excess Cash Flow for any period ending
December 31 (and for the avoidance of doubt, excluding any Deferred Excess Cash Flow Amount
for any period preceding such annual period), (i) the relevant period will not be the
semi-annual period ending December 31 but rather the annual period ending December 31 and
(ii) such Excess Cash Flow Offer Amount for such annual period will be reduced by an amount
equal to the sum of (1) the amount of any Excess Cash Flow Offer made during such annual
period and (2) the Deferred Excess Cash Flow Amount outstanding at the end of such annual
period, in each case, to the extent solely attributable to the Excess Cash Flow for the
semi-annual period ending June 30 that is included in such annual period; provided that no
such reduction shall result in such Excess Cash Flow Offer Amount for such annual period
being reduced to less than $0. In each Excess Cash Flow Offer, the Company will be required
to repurchase Notes validly tendered and not withdrawn at a purchase price in cash equal to
101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest and
Special Interest, if any, thereon to the Excess Cash Flow Offer Payment Date, subject to
proration in the event of oversubscription and to the rights of Holders of Notes on the
relevant regular record date to receive interest due on the relevant interest payment date
that is on or prior to the applicable date of repurchase. In connection with each Excess
Cash Flow Offer, the Company will mail a notice to each Holder describing the Excess Cash
Flow Offer and offering to repurchase Notes on the date specified in the notice, which date
shall be no earlier than 30 days and no later than 60 days from the date such notice is
mailed, pursuant to the procedures described in such notice, subject to the terms of the
Indenture.




(9) Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may require a Holder
to pay any taxes or similar governmental charges required by law or permitted by the
Indenture. The Company and the Registrar need not exchange or register the transfer of any
Note or portion of a Note selected for redemption. Also, the Company need not exchange or
register the transfer of any Notes for a period of 15 days before the selection of any Notes
for redemption.




(10) Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.




(11) Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture, the Notes, the Note Guarantees, the Collateral Documents and,
with the consent of the required lenders under the Revolving Credit Facility, the
Intercreditor Agreement may be amended or supplemented with the consent of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or tender offer or
exchange offer for, Notes), and any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium or Special Interest,
if any, or interest on, the Notes, except a payment default resulting solely from an
acceleration that has been rescinded) or compliance with any provision of the Indenture, the
Notes, the Note Guarantees or, subject to the Intercreditor Agreement, the Collateral
Documents may be waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes). Without the
consent of any Holders of the Notes, the Indenture, the Notes, the Note Guarantees, the
Intercreditor Agreement or, subject to the Intercreditor Agreement, the Collateral Documents
may be amended or supplemented: (i) to cure any ambiguity, defect or inconsistency; (ii) to
provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to
evidence the succession of another Person to the Company or any Guarantor and the assumption
by any such successor of the covenants of the Company or such Guarantor in the Indenture,
the Notes, the Note Guarantees or the Collateral Documents; (iv) to make any change that
would provide any additional rights or benefits to the Holders of Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder; (v) to comply with
requirements of law or the SEC in order to effect or maintain the qualification of the
Indenture under the TIA; (vi) to conform the text of an Indenture Document to any provision
of the “Description of Notes” section of the Offering Memorandum to the extent that the
Trustee has received an Officers’ Certificate stating that such text constitutes an
unintended conflict with the description of the corresponding provisions in the “Description
of Notes”; (vii) to evidence and provide for the acceptance of the appointment under the
Indenture or the Collateral Documents of a successor Trustee or Collateral Agent; (viii) to
make any change to the Intercreditor Agreement to add parties thereto and otherwise
implement the arrangements contemplated by the Offering Memorandum to be governed thereby in
a manner consistent with the description thereof in the Offering Memorandum; (ix) to make
any other provisions with respect to matters or questions arising under the Indenture
Documents, provided that such actions pursuant to this clause shall not adversely affect the
interests of the Holders in any material respect, as determined in good faith by the
Company; (x) to enter into additional or supplemental Collateral Documents; (xi) to release
Collateral when permitted or required by the Indenture, the Collateral Documents or the
Intercreditor Agreement; or (xii) to allow any Guarantor to execute a supplemental indenture
and/or a Note Guarantee with respect to the Notes.




(12) Defaults and Remedies. Events of Default include: (i) default
for 30 days in the payment when due of interest (including Special Interest, if any) on the
Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of
the principal of, or premium, if any, on, the Notes; (iii) failure by the Company or any of
its Restricted Subsidiaries to timely offer to purchase, purchase and pay for Notes as
required by the provisions of Section 4.10, 4.15, or 4.16 or to
comply with Section 5.01 of the Indenture; (iv) failure by the Company or any of its
Restricted Subsidiaries to comply with (a) any of the other provisions of Article 4
of the Indenture (other than Section 4.03) for 30 days after written notice
specifying such failure is delivered to the Company by the Trustee or the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding or (b) Section 4.03 for 60 days after written notice specifying such
failure is delivered to the Company by the Trustee or the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Notes then outstanding; (v)
default under any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed by the Company
or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company
or any of its Restricted Subsidiaries), whether such Indebtedness or Note Guarantee now
exists, or is created after the Issue Date, if that default (A) is caused by a failure to
pay at its Stated Maturity the principal of such Indebtedness (a “Payment Default”); or (B)
results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each
case, the principal amount of any such Indebtedness, together with the principal amount of
any other such Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $15.0 million or more; (vi) one or more final and
non-appealable judgments for the payment of money entered by a court or courts of competent
jurisdiction aggregating in excess of $15.0 million (net of amounts which are covered by
insurance or bonded) shall be rendered against the Company or any of its Restricted
Subsidiaries and the same shall remain undischarged for a period of 60 days during which
execution shall not be effectively stayed; (vii) (A) any security interest created by any
Collateral Document ceases to be in full force and effect and perfected to the extent, and
with the priority, required by the terms of this Indenture, the Collateral Documents and the
Intercreditor Agreement or (B) the breach or repudiation by the Company or any of its
Restricted Subsidiaries of any of its obligations under any Collateral Document; provided
that, in the case of clauses (A) and (B), such cessation, breach or repudiation,
individually or in the aggregate, results in Collateral (other than securities, instruments
or other possessory collateral that have been physically delivered by the Company or any of
its Restricted Subsidiaries to the Collateral Agent that are no longer in its possession due
to no fault of the Company or any of its Restricted Subsidiaries) having a Fair Market Value
in excess of $5.0 million not being subject to a valid, perfected security interest; (viii)
except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding
to be unenforceable or invalid or ceases for any reason to be in full force and effect, or
any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its
obligations under its Note Guarantee; and (ix) certain events of bankruptcy or insolvency
described in the Indenture with respect to the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary.




In the case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to the Company, any Restricted Subsidiary of the Company that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes will become due
and payable immediately without further action or notice. If any other Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and payable
immediately. Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in aggregate principal
amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default if it determines that withholding notice is in their interest, except a
Default or Event of Default relating to the payment of principal, interest (including
Special Interest) or premium, if any. The Holders of a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee and the Company may, on behalf
of the Holders of all of the Notes, rescind an acceleration and its consequences or waive
any existing Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest (including Special
Interest) or premium, if any, on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a statement indicating whether the Company has failed to
comply in any material respect with any covenant contained in the Indenture. If a designated
officer of the Company obtains actual knowledge of any Default or Event of Default, the
Company is required to deliver to the Trustee a statement specifying such Default or Event
of Default.




(13) Trustee Dealings with the Company. The Trustee from time to
time may extend credit to the Company in the ordinary course of business. If the Trustee
becomes a creditor of the Company or any Guarantor, the Indenture limits the right of the
Trustee to obtain payment of claims in certain cases, or to realize on certain property
received in respect of any such claim as security or otherwise. The Trustee will be
permitted to engage in other transactions; however, if it acquires any conflicting interest
it must eliminate such conflict within 90 days, apply to the SEC for permission to continue
as Trustee (if the Indenture has been qualified under the TIA) or resign.




(14) No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Company or any Guarantor, as such, will have any
liability for any obligations of the Company or the Guarantors under the Indenture Documents
or the Registration Rights Agreement or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and
releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. The waiver may not be effective to waive liabilities under the
federal securities laws.




(15) Authentication. This Note will not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.




(16) Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).




(17) Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of Notes
under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes
originally issued on the date of the Indenture will have all the rights set forth in the
Registration Rights Agreement dated as of the Issue Date, among the Company and the Initial
Purchaser, as such agreement may be amended, modified or supplemented from time to time (the
“Registration Rights Agreement”). On the terms and subject to the conditions set forth in
the Registration Rights Agreement, the Company will be obligated to consummate an Exchange
Offer. In connection with such Exchange Offer, the Holders of Notes shall have the right,
subject to compliance with securities laws, to exchange such Notes for Exchange Notes in
like principal amount and having terms identical in all material respects to the Initial
Notes; provided, that the form of the Exchange Notes shall include such variations as are
permitted or required by the Registration Rights Agreement. The Holders of Notes shall be
entitled to receive Special Interest in the event such Exchange Offer is not consummated
pursuant to and in accordance with the terms and conditions of the Registration Rights
Agreement.




(18) CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of redemption, and
reliance may be placed only on the other identification numbers placed thereon.




(19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES (IF ANY)
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture, any of the Collateral Documents and/or the Registration Rights Agreement. Requests may
be made to:



Alon Refining Krotz Springs, Inc.

7616 LBJ Freeway, Suite 300

Dallas, TX 75251

Attention: Secretary






5






Assignment Form




To assign this Note, fill in the form below:



I or we assign and transfer this Note to:



(Insert assignee’s legal name)



(Insert assignee’s soc. sec. or tax I.D. no.)




(Print or type assignee’s name, address and zip code)




and irrevocably appoint


to transfer this Note on the books of the Company. The agent may substitute another to act for
him.



Date:       




Your Signature:



(Sign exactly as your name appears on the face of this Note)




Signature Guarantee*:       



In connection with any transfer of this Note occurring prior to the date which is the earlier
of (i) the date of the declaration by the SEC of the effectiveness of a registration statement
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), covering resales
of this Note (which effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii)       , 20      , the undersigned confirms that this Note is being transferred:



[Check One]





	(1)	 	       to the Company or a subsidiary thereof; or






	(2)	 	       pursuant to and in compliance with Rule 144A under the Securities Act; or






	(3)	 	       to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act) that has furnished to the Trustee a signed letter containing
certain representations and agreements (the form of which letter can be obtained from the
Company); or






	(4)	 	       outside the United States to a person other than a “U.S. person” in compliance with
Rule 904 of Regulation S under the Securities Act; or






	(5)	 	       pursuant to and in compliance with the exemption from registration provided by Rule
144 under the Securities Act.





Unless one of the boxes is checked, the Trustee may refuse to register any of the Notes evidenced
by this certificate in the name of any person other than the registered Holder thereof; provided
that if box (3), (4) or (5) is checked, the Company or the Trustee may require, prior to
registering any such transfer of the Notes, in its sole discretion, such legal opinions,
certifications (including an investment letter in the case of box (3) or (4)) and other information
as the Trustee or the Company may deem appropriate to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act.



If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to
register this Note in the name of any person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in Section 2.06 of the
Indenture shall have been satisfied.



Dated: Signed:




	 	 	 	(Sign
exactly as your name appears on
the other side of this Note)





Signature Guarantee*:       



* Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).



TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED




The undersigned represents and warrants that (1) it is purchasing this Note for its own
account or an account with respect to which it exercises sole investment discretion, (2) it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act, (3) it is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as it has requested
pursuant to Rule 144A or has determined not to request such information and (4) it is aware that
the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.



Dated:



NOTICE: To be executed by an executive officer



6



Schedule of Exchanges of Interests in the Global Note *




The following exchanges of a part of this Global Note for an interest in another Global
Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for
an interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal Amount	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	of this Global Note	 	Signature of
	 	 	 	 	Amount of decrease	 	Amount of increase	 	following such	 	authorized officer
	 	 	 	 	in Principal Amount	 	in Principal Amount	 	decrease (or	 	of Trustee or
	Date of Exchange	 	of this Global Note	 	of this Global Note	 	increase)	 	Custodian







	*	 	This schedule should be included only if the Note is issued in global form.





[Face of Regulation S Temporary Global Note]




THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (AS DEFINED IN § 1273(A) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, AND TREASURY REGULATIONS § 1.1273-1 PROMULGATED THEREUNDER). THE COMPANY
AGREES TO PROVIDE TO HOLDERS OF NOTES, UPON WRITTEN REQUEST, THE ISSUE PRICE, AMOUNT OF ORIGINAL
ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE
CHIEF FINANCIAL OFFICER OF THE COMPANY AT THE FOLLOWING ADDRESS: ALON REFINING KROTZ SPRINGS, INC.,
7616 LBJ FREEWAY, SUITE 300, DALLAS, TX 75251.



CUSIP/CINS ____________




131/2% Senior Secured Notes due 2014




No.    $     



ALON REFINING KROTZ SPRINGS, INC.




promises to pay to        or registered assigns,



the principal sum of        DOLLARS on October
15, 2014.



Interest Payment Dates: October 15 and April 15, commencing April 15, 2010



Record Dates: October 1 and April 1



Dated:       , 20      



Reference is made to the further provisions of this Note contained on the reverse side of this
Note, which for all purposes have the same effect as if set forth at this place.



Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under
the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.



[Signature page follows.]





7






IN WITNESS WHEREOF, Alon Refining Krotz Springs, Inc. has caused this Note to be signed
manually or by facsimile by its duly authorized officer as of this        day of       , 20      .




ALON REFINING KROTZ SPRINGS, INC.




By:

Name:

Title:




This is one of the 131/2% Senior Secured Notes due 2014 referred to in the within-mentioned
Indenture.



	 	 	 	 	 
	Dated:       , 20      	 	WILMINGTON TRUST FSB, as trustee
	 	 	By:
	 	


	 	 	 	 	 

	 	 	 	 	Name:

	 	 	 	 	Title:







8




[Back of Regulation S Temporary Global Note]

131/2% Senior Secured Notes due 2014




THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE
SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.



THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS
NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED
TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS GLOBAL NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.



THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY ) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT
THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE U.S. WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT,
(E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3)
OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH
A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S OR REGISTRAR’S, AS APPLICABLE, RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (E) OR (F) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN
EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM ACCOMPANYING THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.



Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.




(1) Interest. Alon Refining Krotz Springs, Inc., a Delaware
corporation (the “Company”), promises to pay interest on the principal amount of this Note
at 131/2% per annum from the Issue Date until maturity and shall pay the Special Interest, if
any, payable pursuant to Section 4 of the Registration Rights Agreement referred to below.
The Company will pay interest and Special Interest, if any, semi-annually in arrears on
October 15 and April 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest Payment Date
(but after the Issue Date), interest shall accrue from such next succeeding Interest Payment
Date, except in the case of the original issuance of the Notes, in which case interest shall
accrue from the date of authentication; provided further that the first Interest Payment
Date shall be April 15, 2010. The Company will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if
any, at a rate that is 1% per annum in excess of the rate then in effect to the extent
lawful; it will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without
regard to any applicable grace periods) at the same rate to the extent lawful. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. The interest rate
on the Notes will in no event be higher than the maximum rate permitted by New York law as
the same may be modified by United States law of general application.




Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S
Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of
interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall
in all other respects be entitled to the same benefits as other Notes under the Indenture.




(2) Method of Payment. Except as provided in Section 2.12 of the
Indenture with respect to defaulted interest, the Company will pay interest on the Notes and
Special Interest, if any, on the applicable Interest Payment Date to the Persons who are
registered Holders of Notes at the close of business on the October 1 or April 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date. The Notes will be payable as to principal,
premium and Special Interest, if any, and interest at the office or agency of the Company
maintained for such purpose or, at the option of the Company, payment of interest and
Special Interest, if any, may be made by check mailed to the Holders at their addresses set
forth in the register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest, premium and
Special Interest, if any, on all Global Notes and all other Notes the Holders of which have
at the time provided wire transfer instructions to the Company or the Paying Agent. Such
payment will be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.




Any payments of principal of, premium, if any, and interest (including Special
Interest, if any) on this Note prior to Stated Maturity will be binding upon all future
holders of this Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted herein. The amount due and payable
at the maturity of this Note will be payable only upon presentation and surrender of this
Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.




(3) Paying Agent and Registrar. Initially, Wilmington Trust FSB, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.




(4) Indenture and Collateral Documents. The Company issued the Notes
under an Indenture dated as of October 22, 2009 (the “Indenture”) among the Company, the
Guarantors (if any) party thereto, the Trustee and the Collateral Agent. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture by
reference to the TIA. The Notes are subject to all such terms, and Holders are referred to
the Indenture and the TIA for a statement of such terms. To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are senior secured obligations of the
Company. The obligations of the Company and the Guarantors (if any) under the Notes and the
Note Guarantees (if any) are secured by Liens on the Collateral as and to the extent
provided in the Collateral Documents. The Indenture limits the aggregate principal amount
of Notes that may be issued thereunder to $216.5 million.




(5) Optional Redemption. 




(A) At any time prior to October 15, 2012, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon
not less than 30 nor more than 60 days’ notice, at a redemption price equal to 113.500% of
the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special
Interest, if any, to the date of redemption (subject to the rights of Holders of Notes on
the relevant regular record date to receive interest due on the relevant interest payment
date that is on or prior to the applicable date of redemption), with the net cash proceeds
of an Equity Offering; provided that:




(1) at least 65% of the aggregate principal amount of Notes originally
issued under the Indenture (excluding Notes held by the Company and its
Subsidiaries) remains outstanding immediately after the occurrence of such
redemption; and




(2) the redemption occurs within 90 days of the date of the closing of
such Equity Offering.




(B) On or after October 15, 2012, the Company may on any one or more occasions redeem
all or a part of the Notes issued under the Indenture, upon not less than 30 nor more than
60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set
forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes
redeemed, to the applicable date of redemption, if redeemed during the periods beginning on
the dates indicated below (subject to the rights of Holders of Notes on the relevant regular
record date to receive interest due on the relevant interest payment date that is on or
prior to the applicable date of redemption):



	 	 	 	 	 
	For the period below	 	Percentage
	On or after October 15, 2012

	 	 	106.750	%
	On or after October 15, 2013

	 	 	103.375	%
	On or after April 15, 2014.

	 	 	100.000	%







(C) At any time prior to October 15, 2012, the Company may on any one or more occasions
redeem all or a part of the Notes issued under the Indenture, upon not less than 30 nor more
than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the
Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest and Special
Interest, if any, on the Notes redeemed, to the applicable date of redemption (subject to
the rights of Holders of Notes on the relevant regular record date to receive interest due
on the relevant interest payment date that is on or prior to the applicable date of
redemption).




Except pursuant to paragraphs 5(A) and 5(C), the Notes are not redeemable at the
Company’s option prior to October 15, 2012. The Company is not, however, prohibited under
the Indenture from acquiring Notes by means other than a redemption, whether pursuant to
open-market transactions, tender offers or otherwise so long as such acquisition does not
otherwise violate the terms of the Indenture. Unless the Company defaults in the payment of
the redemption price, interest will cease to accrue on the Notes or portions thereof called
for redemption on the applicable redemption date.




(6) Mandatory Redemption. The Company is not required to make
mandatory redemption or sinking fund payments with respect to the Notes.




(7) Notice of Redemption. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address, except that redemption notices may be
mailed more than 60 days prior to a redemption date if the notice is issued in connection
with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to
Articles 8 or 12, respectively, of the Indenture. Notes in denominations larger than $2,000
may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held
by a Holder are to be redeemed.




(8) Repurchase at the Option of Holder.




(A) In connection with the occurrence of a Change of Control, the Company will make an
offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in
cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of
Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the
Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to
the rights of Holders on the relevant regular record date to receive interest due on the
relevant interest payment date that is on or prior to the Change of Control Payment Date.
Within 30 days following any Change of Control, the Company will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of Control and
offering to repurchase Notes on the date specified in the notice, which date shall be no
earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant
to the procedures described in such notice, subject to the terms of the Indenture.




(B) If the Company or a Restricted Subsidiary of the Company consummates an Asset Sale
of Notes Priority Collateral, within 30 days after each date on which the aggregate amount
of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer (an
“Asset Sale Offer”) to all Holders of Notes to repurchase all or any part (equal to $2,000
or integral multiples of $1,000 in excess thereof) of each Holder’s Notes at the purchase
price described below; provided, however, that the maximum aggregate price payable in any
Asset Sale Offer will not exceed such aggregate amount of Excess Proceeds. The purchase
price with respect to the Notes in any Asset Sale Offer will be equal to 100% of the
principal amount of the Notes repurchased, plus accrued and unpaid interest and Special
Interest, if any, thereon to the date of purchase, subject to proration in the event of
oversubscription and to the rights of Holders of Notes on the relevant regular record date
to receive interest due on the relevant interest payment date that is on or prior to the
applicable date of repurchase, and will be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any
purpose not otherwise prohibited by the Indenture. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds will be reset at zero. In connection with each Asset
Sale Offer, the Company will mail a notice to each Holder describing the Asset Sale Offer
and offering to repurchase Notes on the date specified in the notice, which date shall be no
earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant
to the procedures described in such notice, subject to the terms of the Indenture.




(C) After the end of each semi-annual period ending December 31 and June 30 with
respect to which the Company has Excess Cash Flow (starting with the semi-annual period
ending June 30, 2010), the Company will determine the amount (the “Excess Cash Flow Offer
Amount”) that is equal to 75% of such Excess Cash Flow for such period and make an offer (an
“Excess Cash Flow Offer”) to the Holders to repurchase all or any part (equal to $2,000 or
integral multiples of $1,000 in excess thereof) of each Holder’s Notes at the purchase price
described below; provided, however, that the maximum aggregate price payable in any Excess
Cash Flow Offer will not exceed the applicable Excess Cash Flow Offer Amount and that no
Excess Cash Flow Offer shall be required with respect to Excess Cash Flow for any period if,
at the time such Excess Cash Flow Offer would otherwise be required to be made, (i) an RCF
Availability Deficit shall have occurred as of the last day of the month most recently ended
prior to such time or would result therefrom, (ii) an RCF Event of Default shall have
occurred and be continuing or (iii) the Excess Cash Flow Offer Amount is less than $5.0
million (any Excess Cash Flow Offer Amount not applied to make an Excess Cash Flow Offer by
reason of this proviso (until subsequently so applied pursuant to the immediately following
proviso) is referred to as the “Deferred Excess Cash Flow Amount”); provided further,
however, that, at any time the Deferred Excess Cash Flow Amount exceeds $5.0 million, and
the RCF Availability exceeded the RCF Availability Threshold as of the last day of the month
most recently ended prior to such time by at least $5.0 million, and so long as no RCF Event
of Default shall have occurred and be continuing at such time or would result therefrom (the
“Deferred Excess Cash Flow Offer Trigger Date”), the Company will be required to make an
Excess Cash Flow Offer in an aggregate amount equal to the lesser of (x) the Deferred Excess
Cash Flow Amount and (y) the amount by which the RCF Availability exceeds the RCF
Availability Threshold (with such amount being deemed to be the Excess Cash Flow Offer
Amount). Notwithstanding anything to the contrary herein, the Company will not be required
to make more than one Excess Cash Flow Offer in any fiscal quarter and, in calculating the
Excess Cash Flow Offer Amount attributable to Excess Cash Flow for any period ending
December 31 (and for the avoidance of doubt, excluding any Deferred Excess Cash Flow Amount
for any period preceding such annual period), (i) the relevant period will not be the
semi-annual period ending December 31 but rather the annual period ending December 31 and
(ii) such Excess Cash Flow Offer Amount for such annual period will be reduced by an amount
equal to the sum of (1) the amount of any Excess Cash Flow Offer made during such annual
period and (2) the Deferred Excess Cash Flow Amount outstanding at the end of such annual
period, in each case, to the extent solely attributable to the Excess Cash Flow for the
semi-annual period ending June 30 that is included in such annual period; provided that no
such reduction shall result in such Excess Cash Flow Offer Amount for such annual period
being reduced to less than $0. In each Excess Cash Flow Offer, the Company will be required
to repurchase Notes validly tendered and not withdrawn at a purchase price in cash equal to
101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest and
Special Interest, if any, thereon to the Excess Cash Flow Offer Payment Date, subject to
proration in the event of oversubscription and to the rights of Holders of Notes on the
relevant regular record date to receive interest due on the relevant interest payment date
that is on or prior to the applicable date of repurchase. In connection with each Excess
Cash Flow Offer, the Company will mail a notice to each Holder describing the Excess Cash
Flow Offer and offering to repurchase Notes on the date specified in the notice, which date
shall be no earlier than 30 days and no later than 60 days from the date such notice is
mailed, pursuant to the procedures described in such notice, subject to the terms of the
Indenture.




(9) Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and the Company may require a Holder
to pay any taxes or similar governmental charges required by law or permitted by the
Indenture. The Company and the Registrar need not exchange or register the transfer of any
Note or portion of a Note selected for redemption. Also, the Company need not exchange or
register the transfer of any Notes for a period of 15 days before the selection of any Notes
for redemption.




Following the termination of the Restricted Period, this Regulation S Temporary Global
Note shall be exchangeable for one or more Global Notes. Upon exchange of this Regulation S
Temporary Global Note for one or more Global Notes, the Trustee shall cancel this Regulation
S Temporary Global Note.




(10) Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.




(11) Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture, the Notes, the Note Guarantees, the Collateral Documents and,
with the consent of the required lenders under the Revolving Credit Facility, the
Intercreditor Agreement may be amended or supplemented with the consent of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or tender offer or
exchange offer for, Notes), and any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium or Special Interest,
if any, or interest on, the Notes, except a payment default resulting solely from an
acceleration that has been rescinded) or compliance with any provision of the Indenture, the
Notes, the Note Guarantees or, subject to the Intercreditor Agreement, the Collateral
Documents may be waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes). Without the
consent of any Holders of the Notes, the Indenture, the Notes, the Note Guarantees, the
Intercreditor Agreement, or, subject to the Intercreditor Agreement, the Collateral
Documents, may be amended or supplemented (i) to cure any ambiguity, defect or
inconsistency; (ii) to provide for uncertificated Notes in addition to or in place of
certificated Notes; (iii) to evidence the succession of another Person to the Company or any
Guarantor and the assumption by any such successor of the covenants of the Company or such
Guarantor in the Indenture, the Notes, the Note Guarantees or the Collateral Documents; (iv)
to make any change that would provide any additional rights or benefits to the Holders of
Notes or that does not adversely affect the legal rights under the Indenture of any such
Holder; (v) to comply with requirements of law or the SEC in order to effect or maintain the
qualification of the Indenture under the TIA; (vi) to conform the text of an Indenture
Document to any provision of the “Description of Notes” section of the Offering Memorandum
to the extent that the Trustee has received an Officers’ Certificate stating that such text
constitutes an unintended conflict with the description of the corresponding provisions in
the “Description of Notes”; (vii) to evidence and provide for the acceptance of the
appointment under the Indenture or the Collateral Documents of a successor Trustee or
Collateral Agent; (viii) to make any change to the Intercreditor Agreement to add parties
thereto and otherwise implement the arrangements contemplated by the Offering Memorandum to
be governed thereby in a manner consistent with the description thereof in the Offering
Memorandum; (ix) to make any other provisions with respect to matters or questions arising
under the Indenture Documents, provided that such actions pursuant to this clause shall not
adversely affect the interests of the Holders in any material respect, as determined in good
faith by the Company; (x) to enter into additional or supplemental Collateral Documents;
(xi) to release Collateral when permitted or required by the Indenture, the Collateral
Documents or the Intercreditor Agreement; or (xii) to allow any Guarantor to execute a
supplemental indenture and/or a Note Guarantee with respect to the Notes.




(12) Defaults and Remedies. Events of Default include: (i) default
for 30 days in the payment when due of interest (including Special Interest, if any) on the
Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of
the principal of, or premium, if any, on, the Notes; (iii) failure by the Company or any of
its Restricted Subsidiaries to timely offer to purchase, purchase and pay for Notes as
required by the provisions of Section 4.10, 4.15, or 4.16 or to
comply with Section 5.01 of the Indenture; (iv) failure by the Company or any of its
Restricted Subsidiaries to comply with (a) any of the other provisions of Article 4
of the Indenture (other than Section 4.03) for 30 days after written notice
specifying such failure is delivered to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding or (b) Section 4.03 for 60 days after written notice specifying such
failure is delivered to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Notes then outstanding; (v)
default under any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed by the Company
or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company
or any of its Restricted Subsidiaries), whether such Indebtedness or Note Guarantee now
exists, or is created after the Issue Date, if that default (A) is caused by a failure to
pay at its Stated Maturity the principal of such Indebtedness (a “Payment Default”); or (B)
results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each
case, the principal amount of any such Indebtedness, together with the principal amount of
any other such Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $15.0 million or more; (vi) one or more final and
non-appealable judgments for the payment of money entered by a court or courts of competent
jurisdiction aggregating in excess of $15.0 million (net of amounts which are covered by
insurance or bonded) shall be rendered against the Company or any of its Restricted
Subsidiaries and the same shall remain undischarged for a period of 60 days during which
execution shall not be effectively stayed; (vii) (A) any security interest created by any
Collateral Document ceases to be in full force and effect and perfected to the extent, and
with the priority, required by the terms of this Indenture, the Collateral Documents and the
Intercreditor Agreement or (B) the breach or repudiation by the Company or any of its
Restricted Subsidiaries of any of its obligations under any Collateral Document; provided
that, in the case of clauses (A) and (B), such cessation, breach or repudiation,
individually or in the aggregate, results in Collateral (other than securities, instruments
or other possessory collateral that have been physically delivered by the Company or any of
its Restricted Subsidiaries to the Collateral Agent that are no longer in its possession due
to no fault of the Company or any of its Restricted Subsidiaries) having a Fair Market Value
in excess of $5.0 million not being subject to a valid, perfected security interest; (viii)
except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding
to be unenforceable or invalid or ceases for any reason to be in full force and effect, or
any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its
obligations under its Note Guarantee; and (ix) certain events of bankruptcy or insolvency
described in the Indenture with respect to the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary.




In the case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to the Company, any Restricted Subsidiary of the Company that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes will become due
and payable immediately without further action or notice. If any other Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and payable
immediately. Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in aggregate principal
amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default if it determines that withholding notice is in their interest, except a
Default or Event of Default relating to the payment of principal, interest (including
Special Interest) or premium, if any. The Holders of a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee and the Company may, on behalf
of the Holders of all of the Notes, rescind an acceleration and its consequences or waive
any existing Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest (including Special
Interest) or premium, if any, on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a statement indicating whether the Company has failed to
comply in any material respect with any covenant contained in the Indenture. If a designated
officer of the Company obtains actual knowledge of any Default or Event of Default, the
Company is required to deliver to the Trustee a statement specifying such Default or Event
of Default.




(13) Trustee Dealings with the Company. The Trustee from time to
time may extend credit to the Company in the ordinary course of business. If the Trustee
becomes a creditor of the Company or any Guarantor, the Indenture limits the right of the
Trustee to obtain payment of claims in certain cases, or to realize on certain property
received in respect of any such claim as security or otherwise. The Trustee will be
permitted to engage in other transactions; however, if it acquires any conflicting interest
it must eliminate such conflict within 90 days, apply to the SEC for permission to continue
as Trustee (if the Indenture has been qualified under the TIA) or resign.




(14) No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Company or any Guarantor, as such, will have any
liability for any obligations of the Company or the Guarantors under the Indenture Documents
or the Registration Rights Agreement or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and
releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. The waiver may not be effective to waive liabilities under the
federal securities laws.




(15) Authentication. This Note will not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.




(16) Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).




(17) Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of Notes
under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes
originally issued on the date of the Indenture will have all the rights set forth in the
Registration Rights Agreement dated as of the Issue Date, among the Company and the Initial
Purchaser, as such agreement may be amended, modified or supplemented from time to time (the
“Registration Rights Agreement”). On the terms and subject to the conditions set forth in
the Registration Rights Agreement, the Company will be obligated to consummate an Exchange
Offer. In connection with such Exchange Offer, the Holders of Notes shall have the right,
subject to compliance with securities laws, to exchange such Notes for Exchange Notes in
like principal amount and having terms identical in all material respects to the Initial
Notes; provided, that the form of the Exchange Notes shall include such variations as are
permitted or required by the Registration Rights Agreement. The Holders of Notes shall be
entitled to receive Special Interest in the event such Exchange Offer is not consummated
pursuant to and in accordance with the terms and conditions of the Registration Rights
Agreement.




(18) CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of redemption, and
reliance may be placed only on the other identification numbers placed thereon.




(19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES (IF ANY)
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture, any of the Collateral Documents and/or the Registration Rights Agreement. Requests may
be made to:



Alon Refining Krotz Springs, Inc.

7616 LBJ Freeway, Suite 300

Dallas, TX 75251

Attention: Secretary






9






Assignment Form




To assign this Note, fill in the form below:



I or we assign and transfer this Note to:



(Insert assignee’s legal name)



(Insert assignee’s soc. sec. or tax I.D. no.)




(Print or type assignee’s name, address and zip code)




and irrevocably appoint


to transfer this Note on the books of the Company. The agent may substitute another to act for
him.



Date:       




Your Signature:



(Sign exactly as your name appears on the face of this Note)




Signature Guarantee*:       



• Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).



In connection with any transfer of this Note occurring prior to the date which is the earlier
of (i) the date of the declaration by the SEC of the effectiveness of a registration statement
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), covering resales
of this Note (which effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii)       , 20      , the undersigned confirms that this Note is being transferred:



[Check One]





	(1)	 	       to the Company or a subsidiary thereof; or






	(2)	 	       pursuant to and in compliance with Rule 144A under the Securities Act; or






	(3)	 	       to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act) that has furnished to the Trustee a signed letter containing
certain representations and agreements (the form of which letter can be obtained from the
Company); or






	(4)	 	       outside the United States to a person other than a “U.S. person” in compliance with
Rule 904 of Regulation S under the Securities Act; or






	(5)	 	       pursuant to and in compliance with the exemption from registration provided by Rule
144 under the Securities Act.





Unless one of the boxes is checked, the Trustee may refuse to register any of the Notes evidenced
by this certificate in the name of any person other than the registered Holder thereof;
provided that if box (3), (4) or (5) is checked, the Company or the Trustee may require,
prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions,
certifications (including an investment letter in the case of box (3) or (4)) and other information
as the Trustee or the Company may deem appropriate to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act.



If none of the foregoing boxes is checked, the Trustee or Registrar shall not be obligated to
register this Note in the name of any person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein and in Section 2.06 of the
Indenture shall have been satisfied.



Dated: Signed:




	 	 	 	(Sign
exactly as your name appears on
the other side of this Note)





Signature Guarantee*:       



* Participant in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).



TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED




The undersigned represents and warrants that (1) it is purchasing this Note for its own
account or an account with respect to which it exercises sole investment discretion, (2) it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act, (3) it is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as it has requested
pursuant to Rule 144A or has determined not to request such information and (4) it is aware that
the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.



Dated:



NOTICE: To be executed by an executive officer



10



Schedule of Exchanges of Interests in the Regulation S Temporary Global Note




The following exchanges of a part of this Regulation S Temporary Global Note for an
interest in another Global Note, or exchanges of a part of another other Restricted Global Note for
an interest in this Regulation S Temporary Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal Amount	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	of this Global Note	 	Signature of
	 	 	 	 	Amount of decrease	 	Amount of increase	 	following such	 	authorized officer
	 	 	 	 	in Principal Amount	 	in Principal Amount	 	decrease (or	 	of Trustee or
	Date of Exchange	 	of this Global Note	 	of this Global Note	 	increase)	 	Custodian






FORM OF CERTIFICATE OF TRANSFER




Alon Refining Krotz Springs, Inc.


7616 LBJ Freeway, Suite 300


Dallas, TX 75251


Attention: Secretary



Wilmington Trust FSB


246 Goose Lane, Suite 105


Guilford, CT 06437


Attention: Joseph P. O’Donnell, Vice President




	 	 	 	Re: 131/2% Senior Secured Notes due 2014





Reference is hereby made to the Indenture, dated as of October 22, 2009 (the “Indenture”),
among Alon Refining Krotz Springs, Inc., a Delaware corporation, as issuer (the “Company”), the
Guarantors (if any) party thereto and Wilmington Trust FSB, as trustee and collateral agent.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



       (the “Transferor”) owns and proposes to transfer the Note[s] or the
beneficial interest in such Note[s] specified in Annex A hereto, in the principal amount of
$      in such Note[s] or beneficial interests (the “Transfer”), to
     (the “Transferee”), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:



[CHECK ALL THAT APPLY]




1. Check if Transferee will take delivery of a beneficial interest in the 144A Global
Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected
pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby certifies that the beneficial interest
or Definitive Note is being transferred to a Person that the Transferor reasonably believes is
purchasing the beneficial interest or Definitive Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion, and such Person
and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.



2. Check if Transferee will take delivery of a beneficial interest in the Regulation S
Temporary Global Note, the Regulation S Permanent Global Note or a Restricted Definitive
Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby
certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the
time the buy order was originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person acting on its
behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or
scheme to evade the registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the termination of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S
Permanent Global Note, the Regulation S Temporary Global Note and/or the Restricted Definitive Note
and in the Indenture and under the Securities Act.



3. Check and complete if Transferee will take delivery of a beneficial interest in the
IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act
other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the Transferor hereby
certifies that (check one):




(a) such Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act;



or





(b) such Transfer is being effected to the Company or a subsidiary thereof;



or





(c) such Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery requirements of
the Securities Act;



or





(d) such Transfer is being effected to an Institutional Accredited Investor and
pursuant to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further
certifies that it has not engaged in any general solicitation within the meaning of
Regulation D under the Securities Act and the Transfer complies with the transfer
restrictions applicable to beneficial interests in a Restricted Global Note or Restricted
Definitive Notes and the requirements of the exemption claimed, which certification is
supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the
time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this certification), to
the effect that such Transfer is in compliance with the Securities Act. Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the IAI Global Note and/or the
Restricted Definitive Notes and in the Indenture and under the Securities Act.



4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Note or of an Unrestricted Definitive Note. The Transferee hereby certifies that (check
one):



(a) Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant
to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes or in the Indenture.



(b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes or in the Indenture.



(c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes or in the Indenture.



This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.




[Insert Name of Transferor]




By:

Name:

Title:




Dated:       



ANNEX A TO CERTIFICATE OF TRANSFER




1. The Transferor owns and proposes to transfer the following:



[CHECK ONE OF (a) OR (b)]




(a)  a beneficial interest in the:



(i) 144A Global Note (CUSIP       ), or



(ii) Regulation S Global Note (CUSIP       ), or



(iii) IAI Global Note (CUSIP       ); or



(b) a Restricted Definitive Note.



2. After the Transfer the Transferee will hold:



[CHECK ONE]




(a) a beneficial interest in the:



(i) 144A Global Note (CUSIP       ), or



	 	 	 
	(ii)

(iii)

(iv)

	 	Regulation S Global Note (CUSIP       ), or

IAI Global Note (CUSIP       ); or

Unrestricted Global Note (CUSIP       ); or






(b) a Restricted Definitive Note; or



(c) an Unrestricted Definitive Note,



in accordance with the terms of the Indenture.



FORM OF CERTIFICATE OF EXCHANGE




Alon Refining Krotz Springs, Inc.


7616 LBJ Freeway, Suite 300


Dallas, TX 75251


Attention: Secretary



Wilmington Trust FSB


246 Goose Lane, Suite 105


Guilford, CT 06437


Attention: Joseph P. O’Donnell, Vice President



Re: 131/2% Senior Secured Notes due 2014



Reference is hereby made to the Indenture, dated as of October 22, 2009 (the “Indenture”),
among Alon Refining Krotz Springs, Inc., a Delaware corporation, as issuer (the “Company”), the
Guarantors (if any) party thereto and Wilmington Trust FSB, as trustee and collateral agent.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



       (the “Owner”) owns and proposes to exchange the Note[s] or the
beneficial interest in such Note[s] specified herein, in the principal amount of $      in
such Note[s] or beneficial interests (the “Exchange”). In connection with the Exchange, the Owner
hereby certifies that:



1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note



(a) Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial
interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance
with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Note is being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.



(b) Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.



(c) Check if Exchange is from Restricted Definitive Note to beneficial interest in an
Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note
for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.



(d) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In
connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States.



2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes



(a) Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and under the Securities Act.



(b) Check if Exchange is from Restricted Definitive Note to beneficial interest in a
Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note
for a beneficial interest in the [CHECK ONE] 144A Global Note, Regulation S Global Note, IAI
Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
relevant Restricted Global Note and in the Indenture and the Securities Act.



This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.




[Insert Name of Transferor]




By:

Name:

Title:




Dated:       



FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




Alon Refining Krotz Springs, Inc.


7616 LBJ Freeway, Suite 300


Dallas, TX 75251


Attention: Secretary



Wilmington Trust FSB


246 Goose Lane, Suite 105


Guilford, CT 06437


Attention: Joseph P. O’Donnell, Vice President



Re: 131/2% Senior Secured Notes due 2014



Reference is hereby made to the Indenture, dated as of October 22, 2009 (the “Indenture”),
among Alon Refining Krotz Springs, Inc., a Delaware corporation, as issuer (the “Company”), the
Guarantors (if any) party thereto and Wilmington Trust FSB, as trustee and collateral agent.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



In connection with our proposed purchase of $      aggregate principal amount of:



(a) a beneficial interest in a Global Note, or



(b) a Definitive Note,



we confirm that:



1. We understand that any subsequent transfer of the Notes or any interest therein is subject
to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be
bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended
(the “Securities Act”), or any other applicable securities law.



2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act or any other applicable securities law, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we
should sell the Notes or any interest therein, we will do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified
institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as
defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to you and to the Company a signed letter substantially in the form of this letter
and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less
than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the United States in
accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions
of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under
the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.



3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we
will be required to furnish to you and the Company such certifications, legal opinions and other
information as you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.



4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) and have such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear the economic risk of
our or its investment.



5. We are acquiring the Notes or beneficial interest therein purchased by us for our own
account or for one or more accounts (each of which is an institutional “accredited investor”) as to
each of which we exercise sole investment discretion, in each case for investment only, and not
with a view to, or for the offer or sale in connection with, any distribution thereof in violation
of the Securities Act.



You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.




[Insert Name of Accredited Investor]




By:

Name:

Title:




Dated:       



[FORM OF NOTATION OF GUARANTEE]




For value received, each of the undersigned Guarantors (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture dated as of October 22,
2009 (the “Indenture”) among Alon Refining Krotz Springs, Inc., a Delaware corporation, (the
“Company”), the Guarantors (if any) party thereto and Wilmington Trust FSB, as trustee (in such
capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”), (a) the
due and punctual payment of the principal of, premium and Special Interest, if any, and interest
on, the Notes, subject to applicable grace periods, whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue principal of and
interest on the Notes, if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders, the Trustee or the Collateral Agent all in accordance
with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, subject to applicable grace
periods, whether at stated maturity, by acceleration or otherwise. The obligations of the
Guarantors to the Holders of Notes and to the Trustee and Collateral Agent pursuant to this
Notation of Guarantee (this “Note Guarantee”) and the Indenture are expressly set forth in Article
11 of the Indenture and reference is hereby made to the Indenture for the precise terms of this
Note Guarantee.



THIS IS A CONTINUING GUARANTEE AND SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL BE BINDING
UPON EACH GUARANTOR AND ITS SUCCESSORS AND ASSIGNS UNTIL FULL AND FINAL PAYMENT OF ALL OF THE
COMPANY’S OBLIGATIONS UNDER THE NOTES AND THE INDENTURE (OTHER THAN CONTINGENT INDEMNIFICATION
OBLIGATIONS FOR WHICH NO CLAIM HAS BEEN ASSERTED) OR UNTIL RELEASED OR LEGALLY DEFEASED IN
ACCORDANCE WITH THE INDENTURE AND SHALL INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE
TRUSTEE, THE COLLATERAL AGENT AND THE HOLDERS, AND, IN THE EVENT OF ANY TRANSFER OR ASSIGNMENT OF
RIGHTS BY ANY HOLDER, THE TRUSTEE OR THE COLLATERAL AGENT, THE RIGHTS AND PRIVILEGES HEREIN
CONFERRED UPON THAT PARTY SHALL AUTOMATICALLY EXTEND TO AND BE VESTED IN SUCH TRANSFEREE OR
ASSIGNEE, ALL SUBJECT TO THE TERMS AND CONDITIONS HEREOF. THIS IS A GUARANTEE OF PAYMENT AND
PERFORMANCE AND NOT OF COLLECTION.



THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS GUARANTEE
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.




[Name of Guarantor(s)]




By:

Name:

Title:




[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]




Supplemental Indenture (this “Supplemental Indenture”), dated as of       ,
20      , among        (the “Guaranteeing Subsidiary”), a subsidiary of Alon Refining Krotz
Springs, Inc., (or its permitted successor), a Delaware corporation (the “Company”), the Company,
the other Guarantors (as defined in the Indenture referred to herein), if any, and Wilmington Trust
FSB, as trustee under the Indenture referred to below (the “Trustee”) and as collateral agent.



W I T N E S S E T H




WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of October 22, 2009, providing for the issuance of 131/2% Senior Secured Notes
due 2014 (the “Notes”);



WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and



WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



1. Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.



2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee
and in the Indenture including but not limited to Article 11 thereof.



4. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have
any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes,
any Note Guarantees, the Indenture, this Supplemental Indenture or the Registration Rights
Agreement or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.



5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.



6. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.7. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.



8. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary
and the Company.



[Signature page follows.]IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date first above written.



Dated:       , 20      




[Guaranteeing Subsidiary]




By:       

Name:

Title:





[Company]




By:       

Name:

Title:





[Existing Guarantors]




By:       

Name:

Title:





[Trustee],




as Trustee




By:       




Authorized Signatory




11