such date, except to the extent that such representations or warranties expressly relatesolely to an earlier date (in which case such representations or warranties shall be true andcorrect on and as of such date); and no Default or Event of Default shall have occurred and becontinuing on the Second Amendment Effective Date or would result from this Amendment becomingeffective in accordance with its terms.          (b) The Administrative Agent shall have received on or before the Second Amendment EffectiveDate a duly executed copy of this Amendment, and any other document reasonably requested by theAdministrative Agent.          (c) An extension fee in the amount of $20,000 have been fully paid by Borrower on or beforethe Second Amendment Effective Date.          (d) All costs and expenses (including, without limitations, the Administrative Agent’s legalfees) related to the negotiation, drafting and entering into this Amendment, have been fully paidby Borrower on or before the Second Amendment Effective Date.     4. Representations and Warranties. In addition to any and all representations andwarranties included in the Credit Agreement, which are hereby affirmed in all respects as of thedate hereof, to induce the other parties hereto to enter into this Amendment, the Borrowerrepresent and warrant to the Lenders, the Administrative Agent and the Collateral Agent that, as ofthe Second Amendment Effective Date:          (a) *Organization; Powers*. Each Obligor (a) is duly organized, validly existing and in goodstanding under the laws of the jurisdiction of its organization, (b) has all requisite power andauthority to own its property and assets and to carry on its business as now conducted and asproposed to be conducted, (c) is qualified to do business in, and is in good standing in, everyjurisdiction where such qualification is required, except where the failure so to qualify could notreasonably be expected to result in a Material Adverse Effect, and (d) has the power and authorityto execute, deliver and perform its obligations under this Amendment and each other agreement orinstrument contemplated thereby to which it is or will be a party.          (b) *Authorization*. The execution, delivery and performance by each Obligor of this Amendment andthe other transactions contemplated hereby (collectively, the “*Transactions*”) (a) have been dulyauthorized by all requisite corporate and, if required, stockholder action of such Obligor and (b)will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificateor articles of incorporation or other constitutive documents or by-laws, of such Obligor, (B) anyorder of any Governmental Authority or (C) any provision of any indenture, agreement or otherinstrument in respect of Material Indebtedness or any other material agreement to which suchObligor is a party or by which any of them or any of their property is or may be bound, (ii) be inconflict with, result in a breach of or constitute (alone or with notice or lapse of time or both)a default under, or give rise to any right to accelerate or to require the prepayment, repurchaseor redemption of any obligation under any such indenture, agreement or other instrument in respectof Material Indebtedness or any other material agreement or (iii) result in the creation orimposition of any Lien upon or with respect to any property or assets now owned or hereafteracquired by the Borrower or any of its subsidiaries (other than any Lien created hereunder or underthe Security Documents).
- 2 -

 
          (c) *Enforceability*. This Amendment has been duly executed and delivered by the Borrower andconstitutes, a legal, valid and binding obligation of the Borrower enforceable against the Borrowerin accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency,moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability,to equitable principles of general application (regardless of whether enforcement is sought in aproceeding in equity or at law)).     5. Reservation of Rights. No action or acquiescence by the Administrative Agent, theCollateral Agent and the Lenders, including, without limitation, this Amendment of, or theacceptance of any payments under, the Credit Agreement, shall constitute a waiver of any Default orEvent of Default which may exist as of the Second Amendment Effective Date. Accordingly, theAdministrative Agent, the Collateral Agent and the Lenders reserve all of their rights under theCredit Agreement at law and otherwise regarding any such Default or Event of Default.     6. Continued Effectiveness of Loan Documents. Each of the parties hereto herebyconfirms and agrees that each Loan Document to which it is a party is, and shall continue to be, infull force and effect and is hereby ratified and confirmed in all respects except that on and afterthe Second Amendment Effective Date all references in any such Loan Document to “the CreditAgreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the CreditAgreement shall mean the Credit Agreement as amended by this Amendment.     7. Miscellaneous.          (a) This Amendment may be executed in any number of counterparts and by different partieshereto in separate counterparts, each of which shall be deemed to be an original, but all of whichtaken together shall constitute one and the same agreement. Delivery of a counterpart hereby byfacsimile or electronic transmission shall be equally effective as delivery of a manually executedcounterpart hereof.          (b) Section and paragraph headings herein are included for convenience of reference only andshall not constitute a part of this Amendment for any other purpose.          (c) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK.          (d) THE BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE LENDERS EACH HEREBYIRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUTOF OR RELATING TO THIS AMENDMENT.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
- 3 -

 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by theirrespective officers as of the day and year first written above.      **ALON REFINING KROTZ SPRINGS, INC.**