exv10w2



 





Exhibit 10.2




Execution Copy




WAIVER, CONSENT, PARTIAL RELEASE



AND SECOND AMENDMENT TO



AMENDED REVOLVING CREDIT AGREEMENT



AND LOAN DOCUMENTS




     WAIVER, CONSENT, PARTIAL RELEASE AND SECOND AMENDMENT, dated as of February 28, 2007 (this
“Agreement”), by and among Alon USA Energy, Inc., a Delaware corporation (the
“Parent”), Alon USA, LP, f/k/a SWBU, L.P., a Texas limited partnership (“Alon LP”),
Edgington Oil Company, LLC, f/k/a EOC Acquisition, LLC, a Delaware limited liability company
(“Edgington”; together with Alon LP, each individually a “Borrower”, and,
collectively, the “Borrowers”), all direct and indirect subsidiaries of the Parent (other
than subsidiaries of Alon USA Interests, LLC, a Texas limited liability company, and Paramount
Petroleum Corporation, a Delaware corporation (“Paramount”), and the subsidiaries of
Paramount)(together with the Parent, collectively, the “Guarantor Companies”), the Lenders
(as defined below), Israel Discount Bank of New York, as administrative agent, co-arranger and
collateral agent for the Lenders (in such capacity, the “Agent”), and Bank Leumi USA, as
co-arranger for the Lenders (“Bank Leumi”).



W I T N E S S E T H




     WHEREAS, the Borrowers, the Guarantor Companies, the financial institutions from time to time
party thereto (each a “Lender” and collectively, the “Lenders”), the Agent and Bank
Leumi are parties to the Amended Revolving Credit Agreement, dated as of June 22, 2006, as amended
by Amendment No. 1, dated as of August 4, 2006 (as so amended, the “Credit Agreement”),
pursuant to which the Lenders have made revolving loans to the Borrowers;



     WHEREAS, the obligations of the Borrowers and the Guarantor Companies to the Agent and the
Lenders in respect of the Credit Agreement and the other Loan Documents are secured, inter
alia, by the collateral and other security interests referred to in the Credit Agreement,
the Security Agreement, the Pledge Agreement and the other Security Documents;



     WHEREAS, the Borrowers, the Guarantor Companies, the Lenders, Bank Leumi and the Agent wish to
amend the Credit Agreement and the Loan Documents, in order to (i) release Edgington, Paramount of
Oregon, LLC, a Delaware limited liability company (“Paramount Oregon”), Paramount of
Washington, LLC, a Delaware limited liability company (“Paramount Washington”), and Alon
Asphalt Bakersfield, Inc., a Delaware corporation (“Alon Bakersfield”; together with
Edgington, Paramount Oregon and Paramount Washington, collectively, the “Released Parties”)
from the agreements and the obligations contained therein in connection with the provision by Bank
of America, N.A (“Bank of America”) of a secured financing facility to Paramount pursuant
to the Second Amended and Restated Credit Agreement, dated as of February 28, 2007 (the “Bank
of America Facility”), by and among the financial institutions from time to time parties
thereto (such financial institutions, together with their respective successors and assigns,
collectively, the “Bank of America Lenders”), Bank of America, as administrative agent for
the Bank of America Lenders and as the lead arranger and bookmaker, Paramount Petroleum
Corporation, a Delaware corporation, as borrower, and the other Obligated Parties (as defined
therein), in the maximum principal amount of $300,000,000



 









 







and (ii) exclude the Released Parties from certain provisions of the Credit Agreement that
would otherwise be applicable to such Subsidiaries of the Parent;



     WHEREAS, the Borrowers and the Guarantor Companies have requested that the Agent and the
Required Lenders (i) consent to and waive any Event of Default that would or will otherwise arise
under Section 10.01(c) or (d) of the Credit Agreement as a result of a breach of Section 7.02(a) or
(b) of the Credit Agreement as a result of the execution of the Bank of America Facility and the
related loan documents thereunder, in each case, as such documents are in effect on the date
hereof, and the incurrence of up to $300,000,000 of indebtedness and the creation of liens
thereunder, (ii) consent to the release of the Agent’s Liens on the Released Parties’ Capital Stock
and all assets of the Released Parties, and (iii) release the Released Parties from the Credit
Agreement and the other Loan Documents and all Obligations thereunder; and



     NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:



     1. Definitions. Any capitalized term used herein and not defined shall have the
meaning assigned to it in the Credit Agreement.



     2. Amendments to Credit Agreement.



          (a) Preamble. The Preamble to the Credit Agreement is hereby amended amended and
restated in its entirety to read as follows:





     “AMENDED REVOLVING CREDIT AGREEMENT (this “Agreement”), dated
as of June 22, 2006 by and among Alon USA Energy, Inc., a Delaware
corporation (the “Parent”), Alon USA, LP, f/k/a SWBU, L.P., a Texas
limited partnership (“Alon LP”; and together with such other
subsidiaries of the Parent as may be designated as a borrower hereunder by
Alon LP with the prior written consent of the Agent and the Required Lenders
(each as defined below), each individually a “Borrower”, and,
collectively, the “Borrowers”), all direct and indirect subsidiaries
of the Parent (other than subsidiaries of Alon Interests (as defined below)
and the Bank of America Financed Subsidiaries (as defined below)), the
financial institutions from time to time party hereto (each a
“Lender” and collectively, the “Lenders”), Israel Discount
Bank of New York, as administrative agent, co-arranger and collateral agent
for the Lenders (in such capacity, the “Agent”), and Bank Leumi USA,
as co-arranger for the Lenders.”



          (b) New Definitions. Section 1.01 of the Credit Agreement is hereby amended to add
the following defined terms in the appropriate alphabetical order:





     “Bank of America Financed Subsidiaries” means all direct or
indirect Subsidiaries of Paramount Petroleum Holdings other than Alon



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Pipeline Logistics, LLC, a Delaware limited liability company, and its
Subsidiaries.”




     “Edgington” means Edgington Oil Company, LLC, f/k/a EOC
Acquisition LLC, a Delaware limited liability company.”



          (c) Amendment and Restatement of Existing Definitions. The following defined terms in
Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to read as
follows:





     “Company” means all direct and indirect subsidiaries of the
Parent (including, without limitation, Alon Interests), other than Paramount
and its Subsidiaries, the Bank of America Financed Subsidiaries and
Subsidiaries of Alon Interests.”




     “Fixed Assets and Other Specified Property” means any (a)
Fixed Assets, (b) any Capital Stock issued by a Subsidiary of a Company and
owned by a Company (other than any Capital Stock of (i) the Bank of America
Financed Subsidiaries owned by Paramount Petroleum Holdings, (ii) Alon
Interests owned by Alon LP and (iii) any Subsidiary of Alon Interests), and
(c) any Indebtedness owed by one Company to another Company which is
evidenced by a promissory note.”




     “Paramount Petroleum Holdings” means Alon Paramount Holdings,
Inc., a Delaware corporation and a wholly owned Subsidiary of Alon Assets.”



          (d) Deletion of an Existing Definition. The defined term “Paramount Refinery” in
Section 1.01 of the Credit Agreement is hereby deleted.




          (e) Interest Rate and Payment; Production Increase. Section 2.13(b) of the Credit
Agreement is hereby amended by replacing the words “Paramount and its Subsidiaries” with the words
“the Bank of America Financed Subsidiaries” therein.




          (f) Interest Rate and Payment; Making a Request for a Facility Sublimit Increase.
Section 2.13(c) of the Credit Agreement is hereby amended by replacing the words “Paramount and its
Subsidiaries” with the words “the Bank of America Financed Subsidiaries” therein.




          (g) Representations and Warranties; Subsidiaries. Section 6.01(f) of the Credit
Agreement is hereby amended by replacing the words “Paramount and of its Subsidiaries” with the
words “the Bank of America Financed Subsidiaries” therein.




          (h) Affirmative Covenants; Subsidiaries, Etc. Section 7.01(b)(i) of the Credit
Agreement is hereby amended by replacing the words “Paramount and any of its Subsidiaries” with the
words “the Bank of America Financed Subsidiaries” therein.




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          (i) Negative Covenants; Liens, Etc. Section 7.02(a) of the Credit Agreement is hereby
amended by replacing each occurrence of the words “Paramount and its Subsidiaries” with the words
“the Bank of America Financed Subsidiaries” therein.




          (j) Negative Covenants; Indebtedness. Section 7.02(b) of the Credit Agreement is
hereby amended by replacing the words “Paramount and its Subsidiaries” with the words “the Bank of
America Financed Subsidiaries” therein.




          (k) Negative Covenants; Merger, Consolidation, Sale of Assets, Etc. Section 7.02(c)
of the Credit Agreement is hereby amended by replacing each occurrence of the words “Paramount and
its Subsidiaries” with the words “the Bank of America Financed Subsidiaries” therein.




          (l) Negative Covenants; Investments, Etc. Section 7.02(e) of the Credit Agreement is
hereby amended by replacing each occurrence of the words “Paramount and its Subsidiaries” with the
words “the Bank of America Financed Subsidiaries” therein.




     3. Amendments to the Pledge Agreement and Security Agreement.



          (a) Section 2 of the Pledge Agreement is hereby amended by replacing the words “Paramount, and
its Subsidiaries” with the words “the Bank of America Financed Subsidiaries” therein.




          (b) Section 2 of the Security Agreement is hereby amended by inserting the following sentence
at end of such Section:





“Anything to the contrary notwithstanding, Collateral shall not include the
Capital Stock of the Bank of America Financed Subsidiaries.”



     4. Waiver, Consent and Release. Subject to the satisfaction of the conditions
contained in Section 7 hereof and pursuant to Section 12.03 of the Credit Agreement:



          (a) The Agent and the Required Lenders consent to, and waive any Event of Default that would
otherwise arise under Section 10.01(c) or (d) of the Credit Agreement as a result of a breach of
Section 7.02(a) or (b) of the Credit Agreement by reason of the execution of the Bank of America
Facility and the related loan documents thereunder, in each case, as such documents are in effect
on the date hereof, and the incurrence of up to $300,000,000 of indebtedness and the creation of
liens thereunder.




          (b) The Agent and the Required Lenders hereby release their security interest in and lien on
the Capital Stock and all assets of the Released Parties and release the Released Parties from the
Credit Agreement and the other Loan Documents and all Obligations thereunder.




     5. Releases of Security Interests and Liens.



          (a) Subject to the satisfaction of the conditions set forth in Section 7 hereof, the Agent’s
security interest in and lien on the Capital Stock and assets of the Released

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Parties is hereby released without recourse, representation or warranty of any kind, express
or implied and at the sole cost and expense of Borrowers.




     (b) The Agent will, at the request of Administrative Borrower or the Bank of America, execute
and deliver, and hereby authorizes the Administrative Borrower or the Bank of America to execute
and deliver, such other instruments and documents, and take such further action, as Administrative
Borrower or the Bank of America may reasonably request to effect or evidence the termination of
Agent’s security interest in and lien on the Capital Stock and assets of the Released Parties and
releases the Released Parties from the Credit Agreement and the other Loan Documents and all
Obligations thereunder as provided in clause (a) above, but without recourse, representation or
warranty of any kind, express or implied, and at the sole cost and expense of Borrowers.



     6. Representations and Warranties. To induce the other parties hereto to enter into
this Agreement, the Loan Parties represent and warrant to the Agent and the Lenders that, as of the
Agreement Effective Date (as defined below):



          (a) The execution, delivery and performance by each of the Loan Parties of this Agreement has
been duly authorized by all requisite corporate actions; that this Agreement has been duly executed
and delivered by each of the Loan Parties; and that this Agreement and the Credit Agreement, as
amended by this Agreement, constitute legal, valid and binding obligations of the Loan Parties,
enforceable against them in accordance with its terms (subject to the applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and
subject, as to enforceability, to equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at law)).




          (b) The representations and warranties contained in Article VI of the Credit Agreement and in
each other Loan Document and certificate or other writing delivered to Agent or any Lender pursuant
thereto on or prior to the Agreement Effective Date are true and correct in all material respects
on and as of the Agreement Effective Date, after giving effect to the terms of this Agreement, as
though made on and as of such date, except to the extent that such representations and warranties
expressly relate solely to an earlier date (in which case such representations and warranties shall
be true and correct in all material respects on and as of such date).




          (c) No Default or Event of Default has occurred and is continuing on the Agreement Effective
Date or will result from this Agreement becoming effective in accordance with its terms.




          (d) The organizational structure of Parent and its Subsidiaries is as set forth on
Schedule A hereto.




     7. Conditions to Effectiveness. The effectiveness of this Agreement is subject to the
fulfillment on or before March 31, 2007, in a manner satisfactory to Agent, of each of the
following conditions precedent (the date such conditions are fulfilled or waived by Agent is
hereafter referred to as the “Agreement Effective Date”):



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          (a) this Agreement shall have been executed and delivered by the Loan Parties, the Agent and
the Lenders;




          (b) Administrative Borrower shall have delivered to the Agent true and correct copies of the
executed Bank of America Facility and the related loan documents thereunder, and such documentation
shall be in form and substance reasonably satisfactory to the Agent; and




          (c) Administrative Borrower shall have delivered to the Agent true and correct copies of the
executed Amendment No. 1, dated as of the date hereof, to the Credit Agreement, dated as of June
22, 2006, among Parent, the lenders party thereto and Credit Suisse, as administrative and
collateral agent, and such document shall be in form and substance reasonably satisfactory to the
Agent.




     8. Reservation of Rights. This release shall apply only to the Capital Stock and all
assets of the Released Parties and does not, in any manner whatsoever, allow for the release of
liens on any other Collateral of any other Loan Party. The Agent’s liens on all such other
Collateral shall remain in full force and effect. No action or acquiescence by the Agent and the
Lenders, including, without limitation, the amendment under this Agreement of, or the acceptance of
any payments under, the Credit Agreement, shall constitute a waiver of any Default or Event of
Default, except as expressly set forth herein. Accordingly, the Agent and the Lenders reserve all
of their rights under the Credit Agreement, the Loan Documents, at law and otherwise regarding any
such Default or Event of Default.



     9. Continued Effectiveness of Loan Documents. Each of the Loan Parties hereby (i)
confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects except that on and after
the Agreement Effective Date all references in any such Loan Document to “the Credit Agreement”,
“thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall
mean the Credit Agreement as amended by this Agreement, and (ii) confirms and agrees that to the
extent that any such Loan Document purports to assign or pledge to the Collateral Agent, or to
grant to the Collateral Agent a security interest in or lien on, any collateral as security for the
Obligations of the Loan Parties from time to time existing in respect of the Credit Agreement and
the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby
ratified and confirmed in all respects, except with respect to the Capital Stock or other
Collateral released hereunder.



     10. Loan Parties; Borrowing Base; Intercreditor Agreement. Notwithstanding anything
to the contrary, after the Agreement Effective Date:



          (a) none of the Released Parties shall be deemed to be a Loan Party, a Company, or a Guarantor
Company under the Credit Agreement or any of the other Loan Documents;




          (b) no assets of the Released Parties shall be included in any calculation of the Borrowing
Base under the Credit Agreement;




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          (c) the Capital Stock and all assets of the Released Parties shall no longer be collateral of
the Agent and the Lenders under the Intercreditor Agreement; and




          (d) the Released Parties shall be released from the Intercreditor Agreement.




     11. Miscellaneous.



          (a) This Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement. Delivery of a counterpart hereby by
facsimile transmission shall be equally effective as delivery of a manually executed counterpart
hereof.




          (b) Section and paragraph headings herein are included for convenience of reference only and
shall not constitute a part of this Agreement for any other purpose.




          (c) This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York.




          (d) The Loan Parties will pay on demand all reasonable fees, reasonable out-of-pocket costs
and expenses of the Agent in connection with the preparation, execution and delivery of this
Agreement, including, without limitation, the reasonable fees, out-of-pocket disbursements and
other client charges of Schulte Roth & Zabel LLP.




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	Borrowers:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ALON USA, LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Alon USA GP, LLC, a Delaware limited

liability company, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Harlin R. Dean	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Harlin R. Dean	 	 
	 

	 	 	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EDGINGTON OIL COMPANY, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Harlin R. Dean	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Harlin R. Dean	 	 
	 	 	Title:	 	Vice President and Secretary	 	 






 









 






	 	 	 	 	 	 	 
	 	 	Guarantor Companies:
	 
	 	 	 	 	 	 
	 	 	ALON ASSETS, INC.
	 	 	ALON USA OPERATING, INC
	 	 	ALON USA REFINING, INC.
	 	 	ALON ASPHALT BAKERSFIELD, INC
	 	 	ALON USA, INC.
	 	 	ALON USA ENERGY, INC.
	 	 	ALON USA CAPITAL, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Harlin R. Dean	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Harlin R. Dean	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ALON USA GP, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Harlin R. Dean	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Harlin R. Dean	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ALON USA INTERESTS, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Harlin R. Dean	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Harlin R. Dean	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ALON USA DELAWARE, LLC
	 	 	ALON PIPELINE LOGISTICS, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Wiessman	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David Wiessman	 	 
	 

	 	Title:
	 	President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	ALON CRUDE PIPELINE, LLC
	 	 	ALON PARAMOUNT HOLDINGS, INC.
	 	 	PARAMOUNT OF WASHINGTON, LLC
	 	 	PARAMOUNT OF OREGON, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Harlin R. Dean	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Harlin R. Dean	 	 
	 

	 	Title:
	 	Vice President and Secretary	 	 











 









 











	 	 	 	 	 	 	 
	 	 	Agent and Lender:
	 
	 	 	 	 	 	 
	 	 	ISRAEL DISCOUNT BANK OF NEW YORK
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Amir Barash	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Amir Barash	 	 
	 

	 	Title:
	 	First Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mali Golan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Mali Golan	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Lender and Co-arranger:
	 
	 	 	 	 	 	 
	 	 	BANK LEUMI USA
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Hanita Musel	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Hanita Musel	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Yuval Talmy	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Yuval Talmy	 	 
	 

	 	Title:
	 	First Vice President