Exhibit 10.1
 
 ALON REFINING LOUISIANA, INC.
 ALON REFINING KROTZ SPRINGS, INC.
 
 First Amendment Agreement




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First Amendment Agreement
 This First Amendment Agreement Agreement Holdings Borrower Agent
 Recitals:
 Term Loan Agreement Lenders Loans
 Revolving Credit Agreement ABL Agent ABL Lenders
   Now, Therefore




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SECTION 1. CONSENT AND AUTHORIZATION.
 Exhibit F Permitted ABL Facility
Amendment provided provided
 -2-




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SECTION 2. AMENDMENTS.
 Section 2.1 Amendments to Term Loan Agreement. Exhibit A
 Section 2.2 Amendments to Guarantee and Collateral Agreement. Exhibit B
 SECTION 3. REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER.
     -3-




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Schedule 3(e)
   -4-




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provided however Schedule 3(g)
 Schedule 3(h) Other Primary Loan Documents
 Exhibit E
 SECTION 4. CONDITIONS TO EFFECTIVENESS.
 First Amendment Effective Date Exhibit A
    -5-




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Exhibit F
   Exhibit
I Unwind Letter of Direction
  -6-




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Exhibit G L/C Reimbursement Subordination Agreement
    Exhibit H
   Bingham Fee Letter
  -7-




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SECTION 5. FEES AND EXPENSES.
  SECTION 6. RELEASES AND WAIVERS.
 Released
Party Claims and Liabilities
  -8-




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Schedule 6(c) Waived Defaults
 SECTION 7. MISCELLANEOUS.
 Section 7.1 Construction; References to Term Loan Agreement.
 Section 7.2 Ramifications of Agreement; Reaffirmation.
 -9-




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Section 7.3 Affirmation of Recitals; etc.
 Section 7.4 Further Assurances.
 Section 7.5 Lender Directions to Agent.
 Section 7.6 Section Headings.
 Section 7.7 Governing Law.
 Section 7.8 Survival.
 Section 7.9 Time is of the Essence.
 Section 7.10 Counterparts.
 [Remainder of page left intentionally blank; Signature Pages Follow]
 -10-




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ALON REFINING LOUISIANA, INC.By:
    
    /s/ Shai EvenName: Shai EvenTitle: Vice President and Chief Financial OfficerALON REFINING KROTZ SPRINGS, INC.By:
    
    /s/ Shai EvenName: Shai EvenTitle: Vice President and Chief Financial Officer




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AGENTWELLS FARGO BANK, N.A.By:
    
    /s/  Kim Ngan Thuy NguyenName: Kim Ngan Thuy NguyenTitle: Asst. Vice President




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LENDERS:FORTRESS CREDIT OPPORTUNITIES I LPBy: Fortress Credit Opportunities I GP LLC, Its general partnerBy:
    
    /s/    Constantine M. DakoliasName: Constantine M. DakoliasTitle: PresidentFORTRESS PARTNERS CLO LPBy: Fortress Partners CLO GP LLC, Its general partnerBy:
    
    /s/    Constantine M. DakoliasName: Constantine M. DakoliasTitle: Vice PresidentTCW GLOBAL PROJECT FUND II, LTD.By:
    
    /s/   Randall S. WadeName: Randall S. WadeTitle: Managing DirectorSOF INVESTMENTS, L.P.By:
    
    /s/    Marc R. LiskerName: Marc R. LiskerTitle: Manager and General CounselNATIONWIDE LIFE INSURANCE COMPANY
NATIONWIDE MUTUAL FIRE INSURANCE COMPANY
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANYBy:
    
    /s/    Wayne T. FrisbeeName: Wayne T. FrisbeeTitle: Authorized Signatory




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BANK LEUMI USABy:
Name:
    
    /s/  Gil Hershman

Gil HershmanTitle:
    
    VPBy:
Name:
    
    /s/  Michaela Klein

 Michaela KleinTitle:
    
    SVPMERITAGE FUND LTDBy:
Name:
    
    /s/  David Zierk

 David ZierkTitle:
    
    DirectorSUNAMERICA SENIOR FLOATING RATE FUND, INC.By:
Name:
    
    /s/ John G. Lapham, III

 John G. Lapham, IIITitle:
    
    Managing DirectorAIG BANK LOAN FUNDBy:
Name:
    
    /s/ John G. Lapham, III

 John G. Lapham, IIITitle:
    
    Managing DirectorGALAXY CLO 2003-1 LTD.
GALAXY III CLO, LTD.
GALAXY VI CLO, LTD.
GALAXY VII CLO, LTD.
GALAXY VIII CLO, LTD.
GALAXY X CLO, LTD.
SATURN CLO, LTD.By: AIG Global Investment Corp., its Investment
AdviserBy:
Name:
    
    /s/ John G. Lapham, III

 John G. Lapham, IIITitle:
    
    Managing Director




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GARRISON CREDIT INVESTMENTS I LLCBy:
    
    /s/ Brian S. ChaseName:
    
    Brian S. ChaseTitle:
    
    Chief Financial OfficerGARRISON FUNDING 2008-1 LTD.By:
    
    /s/ Brian S. ChaseName:
    
    Brian S. ChaseTitle:
    
    Chief Financial OfficerAMMC CLO III, LIMITED
AMMC CLO IV, LIMITED
AMMC CLO V, LIMITED
AMMC CLO VI, LIMITED
AMMC VII, LIMITED
AMMC VIII, LIMITEDBy: American Money Management Corp., as Collateral
ManagerBy:
    
    /s/ David P. MeyerName:
    
    David P. MeyerTitle:
    
    Senior Vice PresidentGREAT AMERICAN INSURANCE COMPANYBy: American Money Management Corp., as Portfolio
ManagerBy:
    
    /s/ David P. MeyerName:
    
    David P. MeyerTitle:
    
    Senior Vice PresidentGREAT AMERICAN LIFE INSURANCE COMPANYBy: American Money Management Corp., as Portfolio
ManagerBy:
    
    /s/ David P. MeyerName:
    
    David P. MeyerTitle:
    
    Senior Vice President




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VICTORIA FALLS CLO, LTD.
SUMMIT LAKE CLO, LTD.
DIAMOND LAKE CLO, LTD.
CLEAR LAKE CLO, LTD.
ST JAMES RIVER CLO, LTDBy:
    
    /s/ Kim AtkinsonName:
    
    Kim AtkinsonTitle:
    
    Sr. Vice PresidentVENTURE IV CDO LIMITED
VENTURE V CDO LIMITED
VENTURE VI CDO LIMITED
VENTURE VII CDO LIMITED
VENTURE VIII CDO LIMITED
VENTURE IX CDO LIMITEDBy: its investment advisor,MJX Asset Management LLCBy:
    
    /s/ Simon YuanName:
    
    Simon YuanTitle:
    
    Vice PresidentBAKER STREET CLO II LTD.
GRAND HORN CLO LTD.
MOUNTAIN VIEW CLO II LTD.
MOUNTAIN VIEW FUNDING CLO 2006-I LTD.By: Seix Investment Advisors LLC, as Investment AdvisorBy:
    
    /s/ George GoudeliasName:
    
    George GoudeliasTitle:
    
    Managing DirectorRIDGEWORTH FUNDS  SEIX FLOATING RATE HIGH INCOME
FUNDBy: Seix Investment Advisors LLC, as SubadvisorBy:
    
    /s/ George GoudeliasName:
    
    George GoudeliasTitle:
    
    Managing Director




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SEIX CREDIT OPPORTUNITIES FUND FINANCING I, LTD.By: Seix Investment Advisors LLC, as Ramp-Up
Investment ManagerBy:
    
    /s/ George GoudeliasName:
    
    George GoudeliasTitle:
    
    Managing DirectorWHITEHORSE I, LTDBy: Whitehorse Capital Partners, L.P., as Collateral
ManagerBy: WhiteRock Asset Advisor, LLC, its G.P.By:
    
    /s/ Ethan M. UnderwoodName:
    
    Ethan M. UnderwoodTitle:
    
    CFA Portfolio ManagerWHITEHORSE II, LTDBy: Whitehorse Capital Partners, L.P., as Collateral
ManagerBy: WhiteRock Asset Advisor, LLC, its G.P.By:
    
    /s/ Ethan M. UnderwoodName:
    
    Ethan M. UnderwoodTitle:
    
    CFA Portfolio ManagerWHITEHORSE IV, LTDBy: Whitehorse Capital Partners, L.P., as Collateral
ManagerBy: WhiteRock Asset Adivor, LLC, its G.P.By:
    
    /s/ Ethan M. UnderwoodName:
    
    Ethan M. UnderwoodTitle:
    
    CFA Portfolio Manager




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ROSEDALE CLO LTD
ROSEDALE CLO II LTDBy: Princeton Advisory Group, Inc., as Collateral
ManagerBy:
    
    /s/ Anna L. ChinName:
    
    Anna L. ChinTitle:
    
    Senior Analyst




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EXHIBIT A
 AMENDMENTS TO TERM LOAN AGREEMENT
 1.
 ABL Agent
 ABL Fee Letter
 ABL Lenders
 Additional Supplier L/Cs
 Applicable Margin Covenant Compliance Date
 Exhibit A- 1




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Capitalized Interest Amount
 Cash Interest Amount provided,
however, provided, however,
 Chevron
 Crack Spread Hedge Unwind Date
 Crude Oil Supplier L/C
 Exhibit A- 2




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Earnout Payments
 First Amendment
 First Amendment Effective Date
 Leverage Step-Up Period
 Majority Lenders
 Original Financial Covenants provided
 Original Loans
 Post-First Amendment Compliance Date
 Required Equity Contribution
 Restricted Payments Compliance Date
 Retained Unwind Proceeds
 Steering Committee
 Exhibit A- 3




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Supporting Letter of Credit
 Tranche A Capitalized Interest Amount
 Tranche A Capitalized Interest Option
 Tranche A Cash Interest Amount provided, however, provided, however,
 Tranche A Loans
 Tranche B Loans
 Unwind Proceeds
 2.
 Administrative Agent
 Exhibit A- 4




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Applicable Margin
  provided, however
   provided, however
 Leverage Step-Up Period
 Exhibit A- 5




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provided, however
 Cash Available for Debt Service provided however
 Collateral Agent
 Crack Spread Hedging Agreement
 Debt Service Payments provided however
 Exhibit A- 6




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Fee Letter
 Loan Documents
 Loans
 Net Cash Provided by Operating Activities plus
 Prime Rate
 3.
 provided further
 Exhibit A- 7




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4.
  5.
  6.
  7.
 Commitments and Loans . Original Loans i.e.
 Exhibit A- 8




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Tranche A Loans Tranche
B Loans
 8.
  Payment of Interest on Original Loans and Tranche B Loans Capitalized
Interest Amount Capitalized Interest Option
 Exhibit A- 9




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Payment of Interest on Tranche A Loans Tranche A Capitalized Interest Amount Tranche A Capitalized Interest
Option
  Exhibit A- 10




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9.
  10.
 pro rata pro rata provided
 11.
 less
 12.
 Exhibit A - 11




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provided
 13.
 14.
  15.
  16.
 Exhibit H
 Exhibit A - 12




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provided
  17.
 Crack Spread Hedging Agreement provided
 Exhibit A - 13




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First
 Second
 Third
 Fourth Second Fourth Retained Unwind Proceeds
 Fifth
   Exhibit A - 14




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first thereafter
   18.
 Retention of Financial Advisor
 Delivery and Maintenance of Supplier Letters of Credit provided
 Exhibit A - 15




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however
 19.
 provided further
 20.
 provided
 21.
 Restricted Payments
Compliance Date provided
 Exhibit A - 16




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22.
 Earnout Payments
 Exhibit A - 17




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23.
 Amendment of Material Documents .
 24.
 Debt Service Coverage Ratio .
 Period
    
    RatioFrom the Effective Date through December 31, 2010
    
    1.00 to 1.00From January 1, 2011 through December 31, 2011
    
    1.50 to 1.00From January 1, 2012 through the Maturity Date
    
    1.75 to 1.00
 25.
 Leverage Ratio .
 Exhibit A - 18




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Period
    
    RatioFrom the Effective Date through June 30, 2009
    
    5.00 to 1.00From July 1, 2009 through September 30, 2009
    
    4.50 to 1.00From October 1, 2009 through December 31, 2009
    
    5.00 to 1.00From January 1, 2010 through March 31, 2010
    
    4.10 to 1.00From April 1, 2010 through June 30, 2010
    
    4.00 to 1.00From July 1, 2010 through December 31, 2010
    
    3.50 to 1.00From January 1, 2011 through the Maturity Date
    
    1.00 to 1.00
 26.
 Capital Expenditures provided provided provided further
 27.
 Exhibit A - 19




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Supporting Letter of Credit
 plus
 Exhibit D
   28. Events of Default
  Exhibit A - 20




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provided
 29. Events of Default
  30. Events of Default
  31. Events of Default
  Exhibit A - 21




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32. The Administrative Agent and the Collateral Agent
 provided however
 33. The Administrative Agent and the Collateral Agent
 provided
 Exhibit A - 22




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34. The Administrative Agent and the Collateral Agent
 provided
 Exhibit A - 23




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35. The Administrative Agent and the Collateral Agent
  36.
  37.
 provided however
 Exhibit A - 24




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38.
  39.
  40. Exhibit C
 41. Exhibit H
 Exhibit A - 25