Exhibit 10.1
 [***]
DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT
 FIRST AMENDMENT TO EARNOUT AGREEMENT
 Amendment Amendment Effective Date VALERO REFINING AND
MARKETING COMPANY Seller ALON REFINING KROTZ SPRINGS, INC. Buyer
 WITNESSETH
 Agreement
   1.
    
    The foregoing recitals are incorporated herein for all purposes. Capitalized terms used but
not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
 2.
    
    The following definitions in Section 1 of the Agreement are hereby deleted: Barrel
Daily Average Crude Price, Daily Average Gasoline Price, Daily
Average ULSD Price, and Platts.
 3.
    
    Section 2 entitled Earnout Payments is hereby amended and restated in its entirety as
follows:
 2.1
    
    Pursuant to the terms and condition of this Agreement, Buyer agrees to pay
Seller an earnout payment in the amount of $35,000,000 (the Earnout Payment)
which sum shall be paid as follows:
 a.
    
    The sum of $17,521,499 was paid to Seller on August 7, 2009;b.
    
    The sum of $2,166,001 shall be paid to Seller on November 15,
2009;c.
    
    The sum of $2,187,500 shall be paid to Seller on March 31,
2010;d.
    
    The sum of $2,187,500 shall be paid to Seller on May 15, 2010;e.
    
    The sum of $2,187,500 shall be paid to Seller on August 15,
2010;f.
    
    The sum of $2,187,500 shall be paid to Seller on November 15,
2010;g.
    
    The sum of $2,187,500 shall be paid to Seller on March 31,
2011;h.
    
    The sum of $2,187,500 shall be paid to Seller on May 15, 2011;
andi.
    
    The sum of $2,187,500 shall be paid to Seller on August 15,
2011.
 Each respective date referenced above shall be referred to as a Due Date.




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2.2
    
    The Earnout Payments shall be paid to Seller on the respective 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 any kind.2.3
    
    If the Earnout Payment or any other sum due hereunder is not made when due, and
whether such sums have matured by lapse of time or by reason of acceleration under the
provisions herein, then interest shall accrue on the unpaid balance thereof at a rate
equal to the lesser of eighteen percent (18.0%) per annum or the maximum rate of
interest from time to time permitted under applicable law from the day following the
relevant due date until such payment is made.2.4
    
    Notwithstanding any other provision of this Agreement, an event of default
shall be deemed to occur (each an Event of Default) when:
 (a)
    
    Buyer fails to make an Earnout Payment when due under this
Agreement;(b)
    
    Any party providing a guaranty to Seller related to the
obligations under this Agreement shall default under its obligations
thereunder;(c)
    
    Buyer materially defaults in the observance or in the due and
timely performance of any of the material covenants of Buyer contained herein,
and such default (other than payment default) shall continue unremedied fifteen
(15) days after Buyers receipt of written notice of default; or(d)
    
    Buyer (i) is dissolved, other than pursuant to a consolidation,
amalgamation or merger, (ii) becomes insolvent or is unable to pay its debts or
fails or admits in writing its inability generally to pay its debts as they
become due, (iii) makes a general assignment, arrangement or composition with
or for the benefit of its creditors, (iv) institutes or has instituted against
it a proceeding seeking a judgment of insolvency or bankruptcy or any other
relief under any bankruptcy or insolvency law or other similar law affecting
creditors rights, or a petition is presented for its winding-up or
liquidation, (v) has a resolution passed for its winding-up, official
management or liquidation, other than pursuant to a consolidation, amalgamation
or merger, (vi) seeks or becomes subject to the appointment of an
administrator, provisional liquidator, conservator, receiver, trustee,
custodian or other similar official for all or substantially all of its assets,
(vii) has a secured party take possession of all or
substantially all of its
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assets, or has a distress, execution, attachment,
sequestration or other legal process levied, enforced or sued on or against
all or substantially all of its assets, (viii) causes or is subject to any
event with respect to it which, under applicable law, has an analogous
effect to any of the events specified in clauses (i) through (vii) above,
inclusive, or (ix) takes any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in any of the foregoing acts.
 2.5
    
    Notwithstanding any other provision of this Agreement, upon the occurrence of
an Event of Default, Seller may without notice or demand, accelerate the Earnout
Payments and any accrued and unpaid interest due hereunder, such that they all become
immediately due and payable, and pursue any and all other rights, remedies and
recourses available to Seller, or pursue any combination of the foregoing, all remedies
hereunder being cumulative. Failure by Seller to exercise any option upon one Event of
Default shall not constitute a waiver thereof or a waiver of the right to exercise such
option in the event of a subsequent Event of Default. The acceptance by Seller of any
payment hereunder that is less than payment in full of all amounts due and payable at
the time of such payment shall not constitute a waiver of the right to exercise any of
the foregoing options at that time or at any subsequent time, or nullify any prior
exercise of any such option without the express written consent of Seller. If, after
an Event of Default, this Agreement is placed in the hands of an attorney for
collection, or if collected through judicial proceedings, Buyer shall pay, in addition
to the sums referred to above, all costs incurred by Seller in collection of the unpaid
amounts due hereunder, including a reasonable sum as collection or attorneys fees,
whether or not any judicial action is instituted to enforce this Agreement.
 4.
    
    Except as hereby amended, the Agreement is hereby ratified and affirmed and remains in full
force and effect in accordance with its terms.
 5.
    
    This Agreement may be executed by the Parties in separate counterparts and initially
delivered by facsimile transmission or otherwise, with original signature pages to follow, and
all such counterparts shall together constitute one and the same instrument.
 Signatures of the parties on next Page
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Seller:
VALERO REFINING AND MARKETING COMPANYBy:
    /s/ S. Eugene EdwardsName:
    S. Eugene EdwardsTitle:
    Executive Vice President Buyer
REFINING KROTZ SPRINGS, INC.By:
    /s/ Jeff D. MorrisName:
    Jeff D. MorrisTitle:
    President and CEO 4