EXHIBIT 10.9
 [***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
 Offtake Agreement
 by and between
 Alon Refining Krotz Springs, Inc.
 and
 Valero Marketing and Supply Company
 dated
 July 3, 2008




---



##### 



OFFTAKE AGREEMENT
 THIS OFFTAKE AGREEMENT Agreement Effective Date ALON REFINING KROTZ
SPRINGS, INC. Seller VALERO MARKETING AND SUPPLY COMPANY VMSC Buyer
 WITNESSETH
 WHEREAS, VRMC SPA
 Parties Party
    1 DEFINED TERMS
  Applicable Law
 Argus
 1




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##### 



BPD
 Business Day
 CMAI
 Contract Year
 cpg
 Day
 Gallon
 Governmental Authority
 OPIS
 Platts
 Refinery
 Term
  2 PURCHASE AND SALE
 2.1 Products Schedule 2.1 Schedule 2.2
 2.2 Specifications Schedule 2.1 Schedule 2.2
 2.3 Volumes Schedule 2.1 Schedule 2.2
 2




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##### 



2.4 Liftings Section 2.6 Section 2.7
 2.5 Delivery Points Delivery Point Delivery Points Schedule 2.1 Schedule 2.2 Schedule 2.1 Schedule 2.2
 2.6 Nominations Initial Offtake Nomination Schedule 2.2 Schedule 2.6 Final Offtake Nomination
 2.7 Scheduling th Forecast Schedule 2.1, Schedule 2.7 Transitional
Offtake Nomination Schedule
 2.8 Planned Maintenance Maintenance Outage Days Schedule 2.8
 3




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##### 



2.9 Remedies
 2.10 Retained Offtake Products
 2.11 Sale of Products by VMSC Exhibit B
 3 TERM
 Schedule 2.1 Schedule 2.2 Section 6.1 Schedule 2.1 Schedule 2.2
 4 PRICING/INVOICES/PAYMENT TERMS
 4.1 Pricing Schedule 2.1 Schedule 2.2
 4.2 Replacement Publications
 4




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##### 



4.3 Invoice Address EDI
 Gasoline and Finished Distillate
 
 Ammonium Thiosulfate and NGLs (BBs, PC4, Butane, PPs)
 
 Intermediates (LCO, HSD Blendstock)
 
 Heavy Products
 
 4.4 Invoices Invoice
 5




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##### 



5 MEASUREMENTS
  6 TERMINATION
 6.1 Termination
 A.
    
    By either Party if the other Party declares an event of force
majeure (as set forth in paragraph 9 of the General Terms and Conditions,
attached hereto as Exhibit A) that occurs and continues for a period in
excess of sixty (60) consecutive Days; orB.
    
    By either Party if the other Party materially defaults in the
observance or in the due and timely performance of any of the material
covenants of such Party contained herein, and such default (other than payment
default) shall continue un-remedied fifteen (15) Business Days after the
defaulting Partys receipt of written notice of default (or, in the event such
default cannot be remedied within fifteen (15) Business Days, the defaulting
Party has not commenced remedying such default within fifteen (15) Business
Days).C.
    
    By either Party in the event the other Party, (a) makes an
assignment or any general arrangement for the benefit of creditors, (b) files a
petition or otherwise commences, authorizes, or acquiesces in the commencing of
a proceeding or cause under any bankruptcy or similar law for the protection of
creditors or have such petition filed or proceeding commenced against it, (c)
otherwise becomes bankrupt or insolvent (however evidenced), or (d) has a
receiver, provisional liquidator, conservator, custodian trustee or other
similar official appointed with respect to it or substantially all of its
assets.D.
    
    By either Party in accordance with paragraph 6 of the General
Terms and Conditions attached hereto as Exhibit A.
  6




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##### 



7 RAILCARS
  8 MISCELLANEOUS
 8.1 Exhibits Exhibit A
 8.2 Notices
 
 
 7




---



##### 



8.3 Relationship of the Parties
 8.4 Amendment
 8.5 Successors Bound; No Third-Party Beneficiaries Exhibit A
 8.6 Entire Agreement
 8.7 Counterparts
  8




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##### 



IN WITNESS WHEREOF
 VALERO MARKETING AND SUPPLY 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
  9




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##### 



Schedule 2.1
 Products: Exhibit B
 Product
    
    Grades
    
    SpecificationsRUL
    
    RUL 87(R+M)/2 or RUL 84(R+M)/2
    
    Colonial PipelinePUL
    
    
    
    Colonial PipelineRUL Ultra Low Sulfur
    
    
    
    Colonial PipelineULSD
    
    
    
    Colonial PipelineJet Fuel
    
    54 Grade
    
    Colonial PipelineLight Cycle Oil (LCO)
    
    
    
    Gravity  greater than 16
Flash  greater than 140°F
Distillation  EP less than 700°F
Sulfur  1.5% max
Nitrogen BlanketedHigh Sulfur No. 2 Oil Blendstock (SRD)
    
    88 grade
    
    Colonial Pipeline
Bromine No. = 3 maxButane/Butylene
    
    
    
    Typical Refinery productionPoly C4
    
    
    
    Typical Refinery productionNormal Butane
    
    
    
    Typical Refinery productionLPG Mix
    
    
    
    Typical Refinery productionPropane/Propylene
    
    
    
    Typical Refinery productionHigh Sulfur Slurry
    
    
    
    Typical Refinery productionLow Sulfur Atmospheric Tower Bottoms
    
    
    
    Typical Refinery productionAmmonium Thiosulfate
    
    
    
    Sulfur, Wt.%  25.5 Min 26.2 Max
Nitrogen, Wt.%  11.5 Min 12.2 Max
pH  6.8 Min 7.2 Max
 
 *
    
    Specifications shall be consistent with local Delivery Point requirements (including, without
limitation RVP) at the time of delivery. Schedule 2.1 - 1




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##### 



Purchase and Sale obligations Transitional Term Schedule 2.1
 Price: Rack System
Products
 Product
    
    Pricing Basis and FormulationRUL
    
    
    [***]PUL
    
    
    [***]ULSD
    
    
    [***]RUL Ultra Low Sulfur
    
    
    [***]Jet Fuel
    
    
    [***]Light Cycle Oil (LCO)
    
    
    [***]High Sulfur No. 2 Oil Blendstock (SRD)
    
    
    [***]
 Schedule 2.1 - 2




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##### 



Product
    
    Pricing Basis and FormulationButane/Butylene
    
    
    [***]Poly C4
    
    
    [***]Normal Butane
    
    
    [***]LPG Mix
    
    
    [***]Propane/Propylene
    
    
    [***]High Sulfur Slurry
    
    
    [***]Low Sulfur Atmospheric Tower Bottoms
    
    
    [***]Ammonium Thiosulfate
    
    
    [***]
 Delivery:
 Product
    
    Delivery Terms
    
    Delivery PointsRUL
    
    FOB Refinery (Dock); FCA Refinery (Rack &
Pipeline)
    
    At the flange before the meter at the Refinery Truck Rack
and/or Refinery Dock and/or Colonial PipelinePUL
    
    FCA Refinery
    
    At the flange before the meter at the Refinery Truck RackRUL Ultra Low Sulfur
    
    FCA Refinery
    
    Colonial PipelineULSD
    
    FCA Refinery
    
    At the flange before the meter at the Refinery Truck RackJet Fuel
    
    FOB Refinery (Dock); FCA Refinery (Pipeline)
    
    Refinery Dock and/or Colonial PipelineLight Cycle Oil (LCO)
    
    FOB Refinery
    
    Refinery DockHigh Sulfur No. 2 Oil Blendstock (SRD)
    
    FOB Refinery (Dock); FCA Refinery (Pipeline)
    
    Refinery Dock and/or Colonial PipelineButane/Butylene
    
    FCA Refinery
    
    Refinery Truck RackPoly C4
    
    FCA Refinery
    
    Refinery Truck Rack
 Schedule 2.1 - 3




---



##### 



Product
    
    Delivery Terms
    
    Delivery PointsNormal Butane
    
    FCA Refinery
    
    Refinery Truck RackLPG Mix
    
    FCA Refinery
    
    Promix PipelinePropane/Propylene
    
    FCA Refinery
    
    Into Railcars and/or Trucks at the RefineryHigh Sulfur Slurry
    
    FOB Refinery
    
    Refinery DockLow Sulfur Atmospheric Tower Bottoms
    
    FOB Refinery
    
    Refinery DockAmmonium Thiosulfate
    
    FOB Refinery (Dock); FCA Refinery (Rack)
    
    Refinery Truck Rack and/or Refinery Dock
 Schedule 2.1 - 4




---



##### 



Schedule 2.2
 Products:
 Volume PerContractYear  BPDProduct
    
    Grade
    
    Specification
    
    (+/- 20%)RUL and PUL (Rack)
    
    RUL 87(R+M)/2 and PUL 93(R+M)/2
    
    ASTM*
    
    [***]RUL (Dock)
    
    RUL 87(R+M)/2
    
    ASTM*
    
    [***]LCO
    
    N/A
    
    Gravity  greater than 16
Flash  greater than 140°F
Distillation  EP less than 700°F
Sulfur  1.5% max
Nitrogen Blanketed
    
    [***]SRD
    
    88 grade
    
    Colonial Pipeline
Bromine No. = 3 max
    
    [***]
 
 *
    
    Specifications shall be consistent with local Delivery Point requirements for rack and dock
deliveries (including, without limitation RVP) and Colonial Pipeline for pipeline deliveries at the
time of delivery. Grade: Schedule 2.2
 Purchase and Sale obligations Offtake Term Schedule 2.2
 Product
    
    Offtake TermRUL and PUL (Rack)
    
    1 yearRUL (Dock)
    
    1 yearLCO
    
    5 yearsStraight-Run Diesel
    
    5 years
 Schedule 2.2 - 1




---



##### 



Price:
 Product
    
    Delivery Terms
    
    Delivery Point
    
    Pricing Basis and FormulationRUL and PUL
    
    FCA Refinery
    
    Refinery Truck Rack
    
    [***]RUL
    
    FOB Refinery
    
    Refinery Dock
    
    [***]RUL
    
    FCA Refinery
    
    Colonial Pipeline
    
    [***]LCO
    
    FOB Refinery
    
    Refinery Dock
    
    [***]SRD
    
    FOB Refinery
(Dock); FCA
Refinery (Pipeline)
    
    Refinery Dock or Colonial Pipeline
    
    [***]
 Delivery: Arrival Notice
 Schedule 2.6
 Schedule 2.2 - 2




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##### 




    
    [***] barrel vessel arriving approximately every [***] days
  
    
    [***] barrel vessel arriving approximately every [***] days
  
    
    [***] barrel vessel day 1 and every [***] days thereafter
    
    [***] barrel vessel day 3 and every [***] days thereafter
    
    [***] barrel vessel day 6 and every [***] days thereafter
  Schedule 2.2 - 3




---



##### 



Schedule 2.6
 Buyers Good Faith Forecast for Product Demand
 Product
    
    Bbls/day
    
    Jul
    
    Aug
    
    Sep
    
    Oct
    
    Nov
    
    Dec
    
    Jan
    
    Feb
    
    Mar
    
    Apr
    
    May
    
    JunRUL
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]PUL
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]LCO
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]SRD
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Schedule 2.6 - 1




---



##### 



Schedule 2.7
 Sellers Good Faith Forecast for Product Production
  Product
    
    Jul
    
    Aug
    
    SepRUL
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]RUL Ultra Low Sulfur
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Jet Fuel
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Light Cycle Oil (LCO)
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]High Sulfur No. 2 Oil Blendstock (SRD)
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Butane/Butylene
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Poly C4
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Normal Butane
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]LPG Mix
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Propane/Propylene
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]High Sulfur Slurry
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Low Sulfur Atmospheric Tower Bottoms
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Ammonium Thiosulfate
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Schedule 2.7 - 1




---



##### 



Schedule 2.8
 Maintenance Outage Days
 Month/Year
    
    Planned Maintenance Outages
    
    Effects on Product AvailabilityJuly 2008
    
    n/a
    
    n/aAugust 2008
    
    n/a
    
    n/aSeptember 2008
    
    n/a
    
    n/aOctober 2008
    
    n/a
    
    n/aNovember 2008
    
    n/a
    
    n/aDecember 2008
    
    n/a
    
    n/aJanuary 2009
    
    n/a
    
    n/aFebruary 2009
    
    Reformer (10-day outage)
LRU (10-day outage)
Isom Unit (17-day outage)
Exact days are TBD
    
    No effect on Product availability
provided that naptha can be
exported from the refineryMarch 2009
    
    n/a
    
    n/aApril 2009
    
    n/a
    
    n/aMay 2009
    
    n/a
    
    n/aJune 2009
    
    n/a
    
    n/a
 Schedule 2.8 - 1




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##### 



EXHIBIT A
 GENERAL TERMS AND CONDITIONS
 1. Definitions Main Document
 API
 API/ASTM Standard
 ASTM
 CPT
 FCA
 FOB
 Incoterms
 LIBOR London
Banking Day
 2. Payment and Credit Terms
  Exhibit A - 1




---



##### 



3. Title and Risk of Loss
 4. Inspection and Measurement
 Marine Vessels
 Pipelines
 Tank Truck/Cars
  5. Warranty
 A.
    
    That the Product conforms to the specifications set forth in
the Main Document;
 Exhibit A - 2




---



##### 



B.
    
    That Seller has free and clear title to the Product
manufactured and delivered under this Agreement; andC.
    
    That such Product shall be delivered free from lawful security
interests, liens, taxes and encumbrances.
   6. Financial Responsibility
 7. Taxes
  Exhibit A - 3




---



##### 



8. Deliveries; Liftings Section 6 Section 9
 9. Force Majeure
 10. Hazard Warning Responsibility
 11. Drawback
 12. Limitation of Liability
 Exhibit A - 4




---



##### 



13. INDEMNITY : SELLER AND VMSC MUTUALLY COVENANT TO AND SHALL PROTECT, DEFEND,
INDEMNIFY AND HOLD EACH OTHER AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, AGENTS AND
CONTRACTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, LOSSES (INCLUDING WITHOUT
LIMITATION, COSTS OF DEFENSE, ATTORNEYS FEES, PENALTIES AND INTEREST), DAMAGES, CAUSES OF ACTION
AND LIABILITY OF EVERY TYPE AND CHARACTER WITHOUT REGARD TO AMOUNT (TOGETHER,  LOSSES )
CAUSED BY, ARISING OUT OF OR RESULTING FROM THE ACTS OR OMISSIONS OF NEGLIGENCE OR WRONGDOING OF
SUCH INDEMNIFYING PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS WITH RESPECT TO THE
PURCHASE AND SALE OF PRODUCTS HEREUNDER, EXCEPT TO THE EXTENT SUCH LOSSES ARE CAUSED BY, ARISE OUT
OF OR RESULT FROM THE ACTS OR OMISSIONS OF NEGLIGENCE OR WRONGDOING OF THE INDEMNIFIED PARTY.
 14. Waiver
 15. Assignment provided however
 Exhibit A - 5




---



##### 



16. [Intentionally Not Used]
 17. Section and Paragraph Headings
 18. Audit
 19. Compliance with Laws
 20. Commissions and Gifts
 21. Choice of Law; Dispute Resolution Exhibit C
 22. Jurisdiction; Consent to Service of Process; Waiver Section 7.2
 Exhibit A - 6




---



##### 



23. Availability of Equitable Relief
 24. Confidentiality
 25. Rights and Remedies Cumulative
 Exhibit A - 7




---



##### 



EXHIBIT B
 Exhibit B - 1