exv10w25



 





EXHIBIT
10.25




FIRST AMENDMENT TO

AMENDED REVOLVING CREDIT AGREEMENT

AND LOAN DOCUMENTS




          FIRST AMENDMENT, dated as of August 4, 2006 (this “Amendment”), to the Amended
Revolving Credit Agreement, dated as of June 22, 2006 (as amended, restated or otherwise modified
from time to time, the “Credit 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”), EOC Acquisition LLC, a Delaware limited liability company
(“Edgington”; together with Alon LP and 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 therein), 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, (as defined below) and its subsidiaries), 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 (“Bank Leumi”).




WITNESSETH




          WHEREAS, the Loan Parties, the Lenders, Bank Leumi and the Agent have executed the Credit
Agreement, which will, upon the occurrence of the Effective Date thereunder, amend the Amended
Revolving Credit Agreement, dated as of February 15, 2006, by and among Alon LP and certain of the
Guarantors, the Lenders, the Agent and Bank Leumi; and




          WHEREAS, the Loan Parties, the Lenders, Bank Leumi and the Agent wish to amend the Credit
Agreement and the Loan Documents, prior to the Effective Date under the Credit Agreement, in order
to exclude Edgington from the agreements and the obligations contained therein until the membership
interests of Edgington are acquired by a Subsidiary of the Parent; 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. Amendment to Credit Agreement. The Credit Agreement is hereby amended by adding a
new Section 12.24, to read in its entirety as follows:





     “Section 12.24 Edgington Not a Loan Party. Notwithstanding
anything to the contrary contained herein, Edgington shall not (a) be
permitted to borrow under the Financing Agreement, (b) request the issuance
of any Letter of Credit, (c) receive any proceeds of any Loan or



 









 







the benefit of any Letter of Credit, or (d) be subject to any
representation, warranty, covenant or restriction or other obligation
hereunder or under any other Loan Document, unless and until in each case
Edgington becomes a Subsidiary of the Parent (the “Edgington Acquisition
Date”). Until the Edgington Acquisition Date, Edgington shall not be
considered a Loan Party, Company or Borrower, Pledgor or Grantor under any
of the Loan Documents. The Loan Parties agree to give the Agent and the
Lenders at least two Business Days’ written notice before Edgington becomes
a Subsidiary of the Parent. On the Edgington Acquisition Date, Edgington
shall automatically and immediately become fully and legally bound by all of
the Loan Documents that it has executed and delivered prior to the Edgington
Acquisition Date. The Loan Parties and Edgington agree, at the cost and
expense of the Loan Parties, (i) to execute such agreements, instruments and
other documents (including, without limitation, certificates and legal
opinions) as the Agent may reasonably require on and after the Edgington
Acquisition Date to confirm the status of Edgington as a Borrower, Loan
Party, Company, Pledgor and Grantor, and (ii) to execute such agreements,
instruments and other documents as the Agent may reasonably require to
remove Edgington and all references to Edgington from the Loan Documents if
the Agent determines, after consultation with the Loan Parties, that the
Edgington Acquisition Date shall not occur.”



          3. Conditions to Effectiveness. This Amendment shall become effective (the “First
Amendment Effective Date”) upon the Agent’s receipt of counterparts of this Amendment which
bear the signatures of the Loan Parties, the Agent and the Lenders.




          4. Reservation of Rights. No action or acquiescence by the Agent and the Lenders,
including, without limitation, this Amendment of, or the acceptance of any payments under, the
Credit Agreement, shall constitute a waiver of any Default or Event of Default which may exist as
of the First Amendment Effective Date. 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.




          5. 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 First Amendment 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 Amendment, 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.




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          6. Miscellaneous.




               (a) This Amendment 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 Amendment for any other purpose.



               (c) This Amendment 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 fees, reasonable out-of-pocket costs and expenses
of the Agent in connection with the preparation, execution and delivery of this Amendment,
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 Amendment 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/ David Wiessman
 	 
	 	 	Name:  	David Wiessman 	 
	 	 	Title:  	Chairman of the Board of Managers 	 
	 
	 	EOC ACQUISITION LLC

 	 
	 	By:  	/s/ Harlin R. Dean
 	 
	 	 	Name:  	Harlin R. Dean 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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/ David Wiessman
 	 
	 	 	Name:  	David Wiessman 	 
	 	 	Title:  	Chairman of the Board of Directors 	 
	 
	 	ALON USA GP, LLC

 	 
	 	By:  	/s/ David Wiessman
 	 
	 	 	Name:  	David Wiessman 	 
	 	 	Title:  	Chairman of the Board of Managers 	 
	 
	 	ALON USA INTERESTS, LLC

 	 
	 	By:  	/s/ Jeff D. Morris
 	 
	 	 	Name:  	Jeff D. Morris 	 
	 	 	Title:  	Chairman of the Board of Managers 	 
	 
	 	ALON USA DELAWARE, LLC

ALON PIPELINE LOGISTICS, LLC

 	 
	 	By:  	/s/ David Wiessman
 	 
	 	 	Name:  	David Wiessman 	 
	 	 	Title:  	Chairman of the Board of Managers 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ALON USA PIPELINE, INC.

 	 
	 	By:  	/s/ David Wiessman
 	 
	 	 	Name:  	David Wiessman 	 
	 	 	Title:  	Chairman of the Board of Directors 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ALON CRUDE PIPELINE, LLC

PARAMOUNT PETROLEUM HOLDINGS, INC.

PARAMOUNT OF WASHINGTON, LLC

PARAMOUNT OF OREGON, LLC

 	 
	 	By:  	/s/ David Wiessman
 	 
	 	 	Name:  	David Wiessman 	 
	 	 	Title:  	Chairman of the Board of Directors or
Managers, as applicable 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Agent and Lender:



ISRAEL DISCOUNT BANK OF NEW YORK

 	 
	 	By:  	/s/ Kevin Lord
 	 
	 	 	Name:  	Kevin Lord 	 
	 	 	Title:  	First Vice President 	 
	 
	 	 	 
	 	By:  	                     /s/ Jerry Hertzman
 	 
	 	 	Name:  	Jerry Hertzman 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	Lender and Co-arranger:



BANK LEUMI USA

 	 
	 	By:  	/s/ Yuval Talmy
 	 
	 	 	Name:  	Yuval Talmy 	 
	 	 	Title:  	First Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ Hanita Musel
 	 
	 	 	Name:  	Hanita Musel 	 
	 	 	Title:  	Assistant Treasurer