EXHIBIT 10.10
 [***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
 EARNOUT AGREEMENT
 Agreement Effective Date Seller Buyer
 WITNESSETH
 WHEREAS SPA Parties Party
 NOW THEREFORE
 1.
    
    DEFINED TERMS
  Barrel
 Business Day
 Daily Average Crude Price
 Daily Average Gasoline Price
 Daily Average ULSD Price




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Earnout Year
 Platts
 Term
  2.
    
EARNOUT PAYMENTS2.1
    
    For each of the three (3) Earnout Years during the Term of this Agreement, Buyer shall
calculate and pay an earnout payment (the Earnout Payment), as required pursuant to
the terms and conditions of this Agreement.2.2
    
    Within thirty (30) days after the expiration of each Earnout Year during the Term of this
Agreement, Buyer shall calculate the amount of the Earnout Payment payable to Seller for such
Earnout Year according to the formula set forth below (the Earnout Payment Formula):[***]2.3
    
    For purposes of illustration only, the following is an example of how the Earnout Payment
shall be calculated (all prices are $/barrel):[***]2.4
    
    On the thirtieth (30th) day after the expiration of each Earnout Year during the
Term of this Agreement (each, a Notice Date), Buyer shall transmit to Seller
(pursuant to the notice provisions hereof) a statement of Buyers calculation of the Earnout
Payment using the Earnout Payment Formula in reasonable detail such that Seller can confirm
the method of calculation. Such notice shall be transmitted regardless of whether the Earnout
Payment is a positive or negative amount.2.5
    
    If the Earnout Payment is a positive amount, Buyer shall pay to Seller the amount of the
Earnout Payment within seven (7) days of the Notice Date for the relevant Earnout Year (each,
a Due Date) in immediately available U.S. funds, by wire transfer to the following
account:[***]or to such other U.S. Bank account as may hereafter be designated by Seller in writing.
Each Earnout Payment shall be made without offset, setoff, counterclaim or deduction of




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any kind. If the Earnout Payment is a negative amount, no payment shall be made by Buyer.
Negative Earnout Payment amounts shall not carry forward to the following Earnout Year. If
the Earnout Payment is not made within five (5) days of the relevant Due Date, then interest
shall accrue on the unpaid balance thereof at the Applicable Rate (as defined in the SPA)
from the day following the relevant Due Date until the Earnout Payment is made. If the
Applicable Rate exceeds the highest legal interest rate, the interest rate shall be the
then-current highest legal interest rate.2.6
    
    Seller shall notify Buyer of any dispute regarding Buyers calculation of the Earnout Payment
within thirty (30) days of receipt of the notice referenced in Section 2.4 hereof.2.7
    
    If any published price that is used in the calculation of the Earnout Payment is
discontinued, the Parties shall negotiate in good faith a substitute method for determining
such price based upon an arms-length, third-party price for a like product duly taking into
account quality and transportation differentials, with preference given to quoted average
prices available from publications similar to Platts (including, if applicable, any successor
to Platts).3.
    
    MISCELLANEOUS3.1
    
    Notices. Any and all notices herein prescribed shall be in writing and transmitted
by personal delivery, by U.S. Postal Service as overnight or certified mail, by a nationally
recognized delivery service for same day or overnight delivery or by facsimile to the
respective parties as follows:
 
 
 Receipt of all notices shall be determined by date/time stamp on received, confirmed fax or
receipt date on any other form of delivery.




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3.2
    
    Amendment. This Agreement may be amended only by an instrument in writing executed
by the Parties hereto.3.3
    
    Assignment. Seller may assign, in whole or in part, any of the rights, obligations
or benefits arising under this Agreement without the consent of Buyer. Buyer shall not
assign, in whole or in part, any of the rights, obligations or benefits arising under this
Agreement without the prior written consent of Seller.3.4
    
    Successors Bound. This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective successors and permitted assigns.3.5
    
    Entire Agreement. This Agreement, the exhibits and the documents specifically
referred to herein and any provision of the SPA incorporated herein by reference constitute
the entire agreement, understanding, representations and warranties of the Parties hereto.3.6
    
    Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same instrument.3.7
    
    Choice of Law; Venue. This Agreement shall be construed, interpreted and the rights
of the parties determined in accordance with the laws of the State of Texas, exclusive of its
conflict of laws principles. Each of the Parties hereto agrees that it shall bring any action
or proceeding in respect of any claim arising out of or related to this Agreement, whether in
tort or contract or at law or in equity, exclusively in the Federal or state courts sitting in
Houston, Harris County, Texas, and solely in connection with claims arising under such
agreement or instrument or the transactions contained in or contemplated by such agreement or
instrument, (i) irrevocably submits to the exclusive jurisdiction of such courts, (ii) waives
any objection to laying venue in any such action or proceeding in such courts, (iii) waives
any objection that such courts are an inconvenient forum or do not have jurisdiction over it
and (iv) agrees that service of process upon it may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail), postage prepaid, to
it at its address specified in Section 3.1 of this Agreement.




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IN WITNESS WHEREOF
 VALERO REFINING AND MARKETING COMPANYBy:
    
    /s/ S. Eugene EdwardsName: S. Eugene EdwardsTitle: Executive Vice PresidentALON REFINING KROTZ SPRINGS, INC.By:
    
    /s/ Harlin R. DeanName: Harlin R. DeanTitle: Vice President