Exhibit 10.5
 Execution Version
 CREDIT AGREEMENT
 dated as of May 28, 2010
 between
 ALON REFINING
KROTZ SPRINGS, INC.
 and
 GOLDMAN SACHS BANK USA




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TABLE OF CONTENTS
 PageSECTION 1.
    
    DEFINITIONS AND INTERPRETATION
    
    
    11.1.
    
    Definitions
    
    
    11.2.
    
    Accounting Terms
    
    
    181.3.
    
    Interpretation, Etc.
    
    
    18SECTION 2.
    
    THE LETTER OF CREDIT
    
    
    182.1.
    
    Issuance of the Letter of Credit
    
    
    182.2.
    
    Interest on LC Disbursements
    
    
    202.3.
    
    Fees
    
    
    202.4.
    
    Cash Collateralization
    
    
    212.5.
    
    General Provisions Regarding Payments
    
    
    212.6.
    
    Increased Costs; Capital Adequacy
    
    
    222.7.
    
    Taxes; Withholding, Etc.
    
    
    232.8.
    
    Obligation to Mitigate
    
    
    24SECTION 3.
    
    CONDITIONS PRECEDENT
    
    
    243.1.
    
    Closing Date
    
    
    243.2.
    
    Additional Conditions to Issuance of Letter of Credit
    
    
    26SECTION 4.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    274.1.
    
    Organization; Powers
    
    
    274.2.
    
    Authorization
    
    
    274.3.
    
    Enforceability
    
    
    274.4.
    
    Governmental Approvals
    
    
    284.5.
    
    Financial Statements
    
    
    284.6.
    
    Material Adverse Change
    
    
    284.7.
    
    Title to Properties; Possession Under Leases
    
    
    284.8.
    
    Subsidiaries
    
    
    284.9.
    
    Litigation; Compliance with Laws
    
    
    284.10.
    
    Agreements
    
    
    294.11.
    
    Federal Reserve Regulations
    
    
    294.12.
    
    Investment Company Act
    
    
    294.13.
    
    [Reserved.]
    
    
    294.14.
    
    Tax Returns
    
    
    294.15.
    
    No Material Misstatements
    
    
    294.16.
    
    ERISA
    
    
    294.17.
    
    Environmental Matters
    
    
    304.18.
    
    Insurance
    
    
    304.19.
    
    Collateral Documents
    
    
    304.20.
    
    Labor Matters
    
    
    304.21.
    
    Solvency
    
    
    314.22.
    
    Senior Indebtedness
    
    
    314.23.
    
    Sanctioned Persons
    
    
    31
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Page4.24.
    
    Intellectual Property
    
    
    314.25.
    
    First Purchaser Liens
    
    
    314.26.
    
    PATRIOT Act
    
    
    31SECTION 5.
    
    AFFIRMATIVE COVENANTS
    
    
    325.1.
    
    Existence; Businesses and Properties
    
    
    325.2.
    
    Insurance
    
    
    325.3.
    
    Obligations and Taxes
    
    
    335.4.
    
    Financial Statements, Reports, etc.
    
    
    335.5.
    
    Litigation and Other Notices
    
    
    345.6.
    
    Maintaining Records; Access to Properties and Inspections
    
    
    345.7.
    
    ERISA
    
    
    355.8.
    
    Senior Indebtedness Designation
    
    
    355.9.
    
    Collateral
    
    
    355.10.
    
    [Reserved.]
    
    
    365.11.
    
    [Reserved.]
    
    
    365.12.
    
    Additional Subsidiaries
    
    
    365.13.
    
    Compliance with Law; Maintenance of Licenses
    
    
    36SECTION 6.
    
    NEGATIVE COVENANTS
    
    
    366.1.
    
    Limitation on Indebtedness
    
    
    376.2.
    
    Liens
    
    
    376.3.
    
    ERISA
    
    
    376.4.
    
    [Reserved.]
    
    
    376.5.
    
    Mergers, Consolidations and Other Fundamental Changes
    
    
    376.6.
    
    Asset Sales
    
    
    376.7.
    
    Restricted Payments
    
    
    386.8.
    
    Transactions with Affiliates
    
    
    386.9.
    
    Permitted Business
    
    
    406.10.
    
    Restrictive Agreements
    
    
    406.11.
    
    Amendment of Material Documents
    
    
    406.12.
    
    Hedging Agreements
    
    
    406.13.
    
    Parent Credit Agreement
    
    
    40SECTION 7.
    
    [RESERVED]
    
    
    41SECTION 8.
    
    EVENTS OF DEFAULT
    
    
    41SECTION 9.
    
    MISCELLANEOUS
    
    
    439.1.
    
    Notices
    
    
    439.2.
    
    Expenses
    
    
    459.3.
    
    Indemnity
    
    
    459.4.
    
    Set-Off
    
    
    469.5.
    
    Amendments and Waivers
    
    
    479.6.
    
    Successors and Assigns; Participations
    
    
    479.7.
    
    Independence of Covenants
    
    
    489.8.
    
    Survival of Representations, Warranties and Agreements
    
    
    489.9.
    
    No Waiver; Remedies Cumulative
    
    
    48
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Page9.10.
    
    Marshalling; Payments Set Aside
    
    
    499.11.
    
    Severability
    
    
    499.12.
    
    Headings
    
    
    499.13.
    
    APPLICABLE LAW
    
    
    499.14.
    
    CONSENT TO JURISDICTION
    
    
    499.15.
    
    WAIVER OF JURY TRIAL
    
    
    509.16.
    
    Confidentiality
    
    
    509.17.
    
    Usury Savings Clause
    
    
    519.18.
    
    Counterparts
    
    
    519.19.
    
    Effectiveness; Entire Agreement
    
    
    519.20.
    
    PATRIOT Act
    
    
    529.21.
    
    Electronic Execution of Assignments
    
    
    529.22.
    
    No Fiduciary Duty
    
    
    529.23.
    
    Collateral Agent
    
    
    52EXHIBITSExhibit A
    
    Letter of CreditExhibit B
    
    Pledge and Security AgreementExhibit C
    
    Issuance NoticeExhibit D
    
    Closing Date and Solvency CertificateExhibit E
    
    Collateral CertificateExhibit F
    
    Borrowers Counsel OpinionSCHEDULESSchedule 4.9
    
    Pending LitigationSchedule 4.17
    
    Environmental MattersSchedule 4.18
    
    Insurance
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CREDIT AGREEMENT
 CREDIT AGREEMENT ALON REFINING
KROTZ SPRINGS, INC. Borrower GOLDMAN SACHS BANK USA, Issuing Bank
 RECITALS:
 WHEREAS,
 WHEREAS
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 SECTION 1. DEFINITIONS AND INTERPRETATION
 1.1. Definitions
 ABL Priority Collateral
 Account
 Adjusted Eurodollar Rate
 Affiliate provided however




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Agreement
 Approved Electronic Communications
 Assignee
 Average Life
 (1)
    
    the sum of the products of the numbers of years
from the date of determination to the dates of each successive scheduled
principal payment of or redemption or similar payment with respect to
such Indebtedness multiplied by the amount of such payment by(2)
    
    the sum of all such payments.
 Bankruptcy Code
 Base Rate 1 2 provided
 Board of Governors
 Borrower
 Business Day Business Day
 Capital Lease Obligations
 2




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CFC
 Change of Control
 (1)
    
    if any person (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than one or more Permitted Holders, is or
becomes the beneficial owner, as defined in Rules 13d-3 and 13d-5 under the
Exchange Act (except that for purposes of this clause (1) such person shall be
deemed to have beneficial ownership of all shares that any such person has
the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than 50% of the
total voting power of the Voting Stock of Borrower (for the purposes of this
clause (1), such other person shall be deemed to beneficially own any Voting
Stock of a specified person held by a parent entity, if such other person is
the beneficial owner (as defined in this clause (1)), directly or indirectly,
of more than 50% of the voting power of the Voting Stock of such parent entity
or has the right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the board of directors of such parent
entity);(2)
    
    if individuals who on the Closing Date constituted the Board of
Directors of Borrower (together with any new directors whose election by the
Board of Directors of Borrower or whose nomination for election by the
shareholders of Borrower was approved by a vote of a majority of the directors
of Borrower then still in office who were either directors on the Closing Date
or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the Board of Directors of Borrower
then in office;(3)
    
    upon the adoption of a plan relating to the liquidation or
dissolution of Borrower; or(4)
    
    upon the merger or consolidation of Borrower with or into
another person or the merger of another person with or into Borrower, or the
sale of all or substantially all the assets of Borrower (determined on a
consolidated basis) to another person (other than, in all such cases, a person
that is controlled by the Permitted Holders), other than a transaction
following which (A) in the case of a merger or consolidation transaction, (i)
holders of securities that represented 100% of the Voting Stock of Borrower
immediately prior to such transaction own directly or indirectly at least a
majority of the voting power of the Voting Stock of the surviving person in
such merger or consolidation transaction immediately after such
 3




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transaction and in substantially the same proportion to each other as before
the transaction or (ii) immediately after such transaction the Permitted
Holders beneficially own, directly or indirectly, at least a majority of the
voting power of the Voting Stock of the surviving person in such merger or
consolidation transaction immediately after such transaction and (B) in the
case of a sale of assets transaction, each transferee becomes an obligor in
respect of the Obligations and either (i) is or becomes a subsidiary of the
transferor of such assets or (ii) is or becomes a person a majority of the
total voting power of the Voting Stock of which is beneficially owned,
directly or indirectly, by the Permitted Holders.
 Closing Date
 Closing Date Certificate
 Code
 Collateral
 Collateral Agent
 Collateral Certificate
 Collateral Documents
 Commitment
 Commodity Agreement
 4




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Control
 Crack Spread Hedging Agreement
 Crack Spread Hedging Cash Collateral
 Crack Spread Hedging Cash Collateral Account
 Crack Spread Hedging Counterparty
 Crack Spread Hedging Liens
 Crack Spread Hedging Obligations
 Crack Spread Hedging Secured Party
 Crack Spread Hedging Support LC
 Credit Document
 Currency Agreement
 Default
 5




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Deposit Account
 Deposit Account Control Agreements
 Disqualified Stock
 Dollars $
 Domestic Subsidiary
 Eligible Accounts
 Eligible Inventory
 Employee Benefit Plan
 Environment
 Environmental Laws
 6




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Environmental Liability
 Equipment
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 7




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Event of Default
 Exchange Act
 Existing Parent Revolving Credit Agreement
 Existing Parent Term Credit Agreement
 ExxonMobil Pipeline Supply Contract
 ExxonMobil Pipelines
 8




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Federal Funds Effective Rate provided
 Financial Officer
 Financial Officer Certification
 First Priority
 First Purchaser Lien
 Fiscal Quarter
 Fiscal Year
 GAAP
 Governmental Acts
 Governmental Authority
 9




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Governmental Authorization
 Guarantee
 Hapoalim Indebtedness
 Hazardous Materials
 Hedge Agreement
 Hedging Agreement
 Holdings
 Highest Lawful Rate
 Hydrocarbon Agreement
 Inactive Subsidiary
 10




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Indebtedness
 Indemnified Liabilities
 Indemnitee
 Indenture
 Intellectual Property
 Intellectual Property Claim
 Intercreditor Agreement
 11




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Interest Rate Agreement
 Inventory
 Investment
 Issuance Notice
 Issuing Bank
 Issuing Bank Affiliate
 LC Collateral Account
 LC Disbursement
 LC Exposure
 Letter of Credit
 Lien
 12




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Margin Stock
 Material Adverse Effect
 Material Indebtedness
 Multiemployer Plan
 NAIC
 Non-ABL Obligations
 Non-ABL Priority Collateral
 Note Collateral Agent
 Note Documents
 Note Obligations
 Notes
 Obligations
 13




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Parent
 PATRIOT Act
 PBGC
 Pension Plan
 Perfection Certificate
 Permitted Business
 Permitted Holders
 Permitted Liens
 Permitted Note Facility
 Permitted Parent Payments provided
 Person
 Petroleum Product provided
 14




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Plan Assets
 Pledge and Security Agreement
 Prime Rate The Wall Street
Journal
 Refinance
 Refinancing Indebtedness
    provided further however
 Reimbursement Date
 Release
 15




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Responsible Officer
 Restricted Payment
 SEC
 Secured Parties
 Securities Act
 Solvency Certificate
 Stated Maturity
 Stock Purchase Agreement
 subsidiary
 Supply and Offtake Agreement
 Tax provided
 16




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Transactions
 UCC
 Valero
 Voting Stock
 1.2. Accounting Terms
 1.3. Interpretation, Etc
 SECTION 2.THE LETTER OF CREDIT
 2.1. Issuance of the Letter of Credit
 Letter of Credit
 17




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Notice of Issuance
 Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments
 Reimbursement by Borrower of Amounts Drawn or Paid Under the Letter of Credit Reimbursement Date LC
Disbursement
 18




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Obligations Absolute
 Indemnification
 2.2. Interest on LC Disbursements
   2.3. Fees
 19




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2.4. Cash Collateralization
 LC Collateral Account provided
 2.5. General Provisions Regarding Payments.
    first second third fourth fifth
 20




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2.6. Increased Costs; Capital Adequacy
 Compensation For Increased Costs and Taxes
 Capital Adequacy Adjustment
 21




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2.7. Taxes; Withholding, Etc
 Payments to Be Free and Clear
 Withholding of Taxes
 22




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2.8. Obligation to Mitigate provided
 SECTION 3. CONDITIONS PRECEDENT
 3.1. Closing Date
 Credit Documents
 Organizational Documents; Incumbency
 23




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Hapoalim Indebtedness
 Transaction Costs
 Governmental Authorizations and Consents
 Personal Property Collateral
 [
 Evidence of Insurance
 Opinions of Counsel to Borrower
 Fees
 24




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Solvency Certificate
 Closing Date Certificate
 No Litigation
 Patriot Act PATRIOT Act
 Collateral Certificate
 Intercreditor Agreement
 3.2. Additional Conditions to Issuance of Letter of Credit
  provided
  25




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SECTION 4. REPRESENTATIONS AND WARRANTIES
  4.1. Organization; Powers
 4.2. Authorization Transactions Unrestricted Subsidiary Alon Louisiana Subsidiaries
 4.3. Enforceability
 26




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4.4. Governmental Approvals
 4.5. Financial Statements
 4.6. Material Adverse Change
 4.7. Title to Properties; Possession Under Leases
   4.8. Subsidiaries
 4.9. Litigation; Compliance with Laws
  27




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4.10. Agreements
  4.11. Federal Reserve Regulations
 4.12. Investment Company Act
 4.13. [Reserved.]
 4.14. Tax Returns
 4.15. No Material Misstatements
 4.16. ERISA
 28




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4.17. Environmental Matters
 4.18. Insurance
 4.19. Collateral Documents
 4.20. Labor Matters
 29




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4.21. Solvency
 4.22. Senior Indebtedness
 4.23. Sanctioned Persons . OFAC
 4.24. Intellectual Property
 4.25. First Purchaser Liens
 4.26. PATRIOT Act.
 30




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SECTION 5. AFFIRMATIVE COVENANTS
  5.1. Existence; Businesses and Properties
  5.2. Insurance provided however
  31




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5.3. Obligations and Taxes provided however
 5.4. Financial Statements, Reports, etc
 provided however provided further
 32




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5.5. Litigation and Other Notices
   [Reserved.]
   provided however
 5.6. Maintaining Records; Access to Properties and Inspections
 33




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5.7. ERISA
 5.8. Senior Indebtedness Designation
 5.9. Collateral
  34




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th
 5.10. [Reserved.]
 5.11. [Reserved.]
 5.12. Additional Subsidiaries
 5.13. Compliance with Law; Maintenance of Licenses
 SECTION 6. NEGATIVE COVENANTS
  35




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6.1. Limitation on Indebtedness .
   6.2. Liens Permitted Liens
   6.3. ERISA
 6.4. [Reserved.]
 6.5. Mergers, Consolidations and Other Fundamental Changes
 6.6. Asset Sales
   36




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6.7. Restricted Payments
     Restricted Payments
   6.8. Transactions with Affiliates
  37




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[Reserved.]
          38




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6.9. Permitted Business
 6.10. Restrictive Agreements provided
 6.11. Amendment of Material Documents .
 6.12. Hedging Agreements
 6.13. Parent Credit Agreement.
 39




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SECTION 7. [RESERVED]
 SECTION 8. EVENTS OF DEFAULT
 Events of Default
      provided
 40




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[Reserved];
   41




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SECTION 9.MISCELLANEOUS
 9.1. Notices
 Notices Generally
 42




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provided
 Electronic Communications
 provided provided provided
  Issuing Bank Affiliates
 43




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9.2. Expenses.
 9.3. Indemnity
 Indemnitee provided
 44




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9.4. Set-Off.
 45




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9.5. Amendments and Waivers.
  9.6. Successors and Assigns; Participations.
 Generally
 Assignments
 Assignee provided
 provided that
 Participations
   46




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provided that provided further
 Certain Other Assignments and Participations provided provided further
 9.7. Independence of Covenants.
 9.8. Survival of Representations, Warranties and Agreements.
 9.9. No Waiver; Remedies Cumulative.
 47




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9.10. Marshalling; Payments Set Aside.
 9.11. Severability.
 9.12. Headings.
 9.13. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.
 9.14. CONSENT TO JURISDICTION. SUBJECT TO CLAUSE (E) OF THE FOLLOWING SENTENCE, ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT
DOCUMENTS, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS
AGREEMENT, BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS
GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (OTHER THAN WITH
RESPECT TO ACTIONS BY ANY AGENT IN RESPECT OF RIGHTS UNDER ANY COLLATERAL DOCUMENT GOVERNED BY A
LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL SUBJECT
THERETO); (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN
ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO BORROWER AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 9.1;
 48




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(D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE BORROWER IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT ISSUING BANK RETAINS THE RIGHT
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST BORROWER IN
THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY
COLLATERAL DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT.
 9.15. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY
OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS
TRANSACTION OR ISSUING BANK/ACCOUNT PARTY RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY
COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE
TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND
REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A
MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9.15 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE LETTER OF CREDIT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.
 9.16. Confidentiality.
 49




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provided provided
 9.17. Usury Savings Clause.
 9.18. Counterparts.
 50




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9.19. Effectiveness; Entire Agreement.
 9.20. PATRIOT Act.
 9.21. Electronic Execution of Assignments.
 9.22. No Fiduciary Duty Issuing Bank
 9.23. Collateral Agent
 51




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52




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IN WITNESS WHEREOF
 ALON REFINING KROTZ SPRINGS, INC.,
as BorrowerBy:
    /s/ Shai EvenName:
    Shai EvenTitle:
    SVP & CFO GOLDMAN SACHS BANK USA, as Issuing BankBy:
    /s/ Alexis MagedAuthorized Signatory