Exhibit 10.35
 EXECUTION VERSION
 $65,000,000
CREDIT AGREEMENT
 dated as of
 March 15, 2010
 By and among
 ALON REFINING KROTZ SPRINGS, INC.   EACH OTHER PARTY JOINED AS A BORROWER HEREUNDER
 The Lenders Party Hereto
  BANK HAPOALIM B.M.,




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##### 



PageARTICLE IDefinitions; Construction; Incorporation by ReferenceSECTION 1.01. Defined Terms
    
    
    1SECTION 1.02. Terms Generally
    
    
    26ARTICLE IIThe CreditsSECTION 2.01. Commitments and Loans
    
    
    27SECTION 2.02. Loans
    
    
    27SECTION 2.03. Borrowing Procedure
    
    
    28SECTION 2.04. Evidence of Debt; Repayment of Loans
    
    
    28SECTION 2.05. [Intentionally Omitted]
    
    
    29SECTION 2.06. Interest on Loans
    
    
    29SECTION 2.07. Default Interest
    
    
    29SECTION 2.08. Termination of Commitments
    
    
    30SECTION 2.09. Conversion of Borrowings
    
    
    30SECTION 2.10. Repayment of Borrowings
    
    
    31SECTION 2.11. Optional Prepayments
    
    
    31SECTION 2.12. Mandatory Prepayments
    
    
    31SECTION 2.13. Reserve Requirements; Change in Circumstances
    
    
    33SECTION 2.14. Change in Legality
    
    
    33SECTION 2.15. Indemnity
    
    
    34SECTION 2.16. Pro rata Treatment
    
    
    34SECTION 2.17. Sharing of Setoffs
    
    
    34SECTION 2.18. Payments
    
    
    35SECTION 2.19. Taxes
    
    
    35SECTION 2.20. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate
    
    
    37




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PageARTICLE IIIRepresentations and WarrantiesSECTION 3.01. Organization; Powers
    
    
    38SECTION 3.02. Authorization
    
    
    38SECTION 3.03. Enforceability
    
    
    39SECTION 3.04. Governmental Approvals
    
    
    39SECTION 3.05. Financial Statements
    
    
    39SECTION 3.06. No Material Adverse Change
    
    
    39SECTION 3.07. Title to Properties; Possession Under Leases
    
    
    39SECTION 3.08. Subsidiaries
    
    
    40SECTION 3.09. Litigation; Compliance with Laws
    
    
    40SECTION 3.10. Agreements
    
    
    40SECTION 3.11. Federal Reserve Regulations
    
    
    40SECTION 3.12. Investment Company Act
    
    
    41SECTION 3.13. Use of Proceeds
    
    
    41SECTION 3.14. Tax Returns
    
    
    41SECTION 3.15. No Material Misstatements
    
    
    41SECTION 3.16. Employee Benefit Plans
    
    
    41SECTION 3.17. Environmental Matters
    
    
    42SECTION 3.18. Insurance
    
    
    42SECTION 3.19. Security Documents
    
    
    42SECTION 3.20. Labor Matters
    
    
    42SECTION 3.21. Solvency
    
    
    43SECTION 3.22. Senior Indebtedness
    
    
    43SECTION 3.23. Sanctioned Persons
    
    
    43SECTION 3.24. Intellectual Property
    
    
    43SECTION 3.25. First Purchaser Liens
    
    
    43ARTICLE IVConditions of LendingSECTION 4.01. Conditions of Lending
    
    
    43ARTICLE VAffirmative CovenantsSECTION 5.01. Existence; Businesses and Properties
    
    
    46SECTION 5.02. Insurance
    
    
    47SECTION 5.03. Obligations and Taxes
    
    
    48
 ii




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PageSECTION 5.04. Financial Statements, Reports, etc
    
    
    48SECTION 5.05. Litigation and Other Notices
    
    
    49SECTION 5.06. Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings
    
    
    49SECTION 5.07. Use of Proceeds
    
    
    50SECTION 5.08. Senior Indebtedness Designation
    
    
    50SECTION 5.09. Collateral
    
    
    50SECTION 5.10. [Intentionally Omitted]
    
    
    51SECTION 5.11. Crack Spread Hedging Agreement
    
    
    51SECTION 5.12. Additional Subsidiaries
    
    
    51SECTION 5.13. Compliance with Law; Maintenance of Licenses
    
    
    52ARTICLE VINegative CovenantsSECTION 6.01. Limitation on Indebtedness
    
    
    52SECTION 6.02. Liens
    
    
    53SECTION 6.03. Sale/Leaseback Transactions
    
    
    54SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions
    
    
    54SECTION 6.05. Mergers, Consolidations and Other Fundamental Changes
    
    
    56SECTION 6.06. Asset Sales
    
    
    56SECTION 6.07. Hedging Agreement
    
    
    57SECTION 6.08. Restricted Payments
    
    
    58SECTION 6.09. Transactions with Affiliates
    
    
    61SECTION 6.10. Permitted Business
    
    
    62SECTION 6.11. Restrictive Agreements
    
    
    62SECTION 6.12. Amendment of Material Documents
    
    
    63SECTION 6.13. Fiscal Year
    
    
    63SECTION 6.14. [Intentionally Omitted]
    
    
    63SECTION 6.15. Parent Credit Agreement
    
    
    63ARTICLE VIIEvents of DefaultARTICLE VIIIThe Administrative Agent and the Collateral Agent
 iii




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PageARTICLE IXMiscellaneousSECTION 9.01. Notices
    
    
    68SECTION 9.02. Survival of Agreement
    
    
    69SECTION 9.03. Binding Effect
    
    
    70SECTION 9.04. Successors and Assigns
    
    
    70SECTION 9.05. Expenses; Indemnity
    
    
    73SECTION 9.06. Right of Setoff
    
    
    74SECTION 9.07. Applicable Law
    
    
    75SECTION 9.08. Waivers; Amendment
    
    
    75SECTION 9.09. Interest Rate Limitation
    
    
    75SECTION 9.10. Entire Agreement
    
    
    76SECTION 9.11. WAIVER OF JURY TRIAL
    
    
    76SECTION 9.12. Severability
    
    
    76SECTION 9.13. Counterparts
    
    
    77SECTION 9.14. Headings
    
    
    77SECTION 9.15. Jurisdiction; Consent to Service of Process
    
    
    77SECTION 9.16. Confidentiality
    
    
    77SECTION 9.17. Termination and Release
    
    
    78SECTION 9.18. Patriot Act Notice
    
    
    79SECTION 9.19. Intercreditor Agreement
    
    
    79SECTION 9.20. Certifications Regarding Indenture
    
    
    80SECTION 9.21. Reinstatement of Liability
    
    
    80
 SCHEDULES
 
 EXHIBITS
 
 iv




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Borrower Administrative Agent Collateral Agent
 Facility
   Definitions; Construction; Incorporation by Reference
 Defined Terms
 1-Month LIBOR
 1-Month LIBOR Rate
 -Week LIBOR
 2-Week LIBOR Rate
 ABL Priority Collateral provided
 Acquisition




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Administrative Questionnaire
 Affiliate provided however
 Asset Sale
 Assignment and Acceptance
 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
 BH Letters of Credit
 Board
 Board of Directors
 2




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provided however
 Borrowed Money
 Borrowing
 Borrowing Request
 Business Day
 Capital Lease Obligations
 CFC
 Change of Control
 (1)
    
    any person (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934), 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 the Borrower (for the purposes of this clause (1), such other person shall be
deemed to beneficially own any Voting Stock of a specified
 3




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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)
    
    individuals who on the Closing Date constituted the Board of Directors of the
Borrower (together with any new directors whose election by the Board of Directors of
the Borrower or whose nomination for election by the shareholders of the Borrower was
approved by a vote of a majority of the directors of the 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 the Borrower then in office;
 (3)
    
    the adoption of a plan relating to the liquidation or dissolution of the
Borrower; or
 (4)
    
    the merger or consolidation of the Borrower with or into another person or
the merger of another person with or into the Borrower, or the sale of all or
substantially all the assets of the 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 the 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
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 Loans 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.
 Change in Law
 4




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Closing Date
 Code
 Collateral
 Commitment
 Commodity Agreement
 Control Controlling Controlled
 Crack Spread Hedging Agreement
 Crack Spread Hedging Cash Collateral
 Crack Spread Hedging Cash Collateral Account
 5




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Crack Spread Hedging Counterparty
 Crack Spread Hedging Documents
 Crack Spread Hedging Liens
 Crack Spread Hedging Obligations
 Crack Spread Hedging Secured Party
 Crack Spread Hedging Support LC
 Currency Agreement
 Default
 Deposit Account
 Deposit Account Control Agreements
 6




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Disqualified Stock
 dollars $
 Domestic Subsidiary
 Earnout Agreement
 EBITDA plus provided plus (b)
 7




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##### 



minus provided
 Effective Date
 Environment
 Environmental Laws
 Environmental Liability
 Equipment
 Equity Interest
 8




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ERISA
 ERISA Affiliate
 ERISA Event
 Event of Default
 Excluded Contributions
 Excluded Taxes
 9




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Existing Parent Revolving Credit Agreement
 Existing Parent Term Credit Agreement
 ExxonMobil Pipeline Supply Contract
 ExxonMobil Pipelines
 Federal Funds Effective Rate
 10




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Financial Officer
 First Purchaser Lien
 Foreign Lender
 GAAP
 Governmental Authority
 Guarantee primary obligor provided however
 Guarantee and Collateral Agreement
 Guarantee and Collateral Requirement
  11




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Hazardous Materials
 Hedging Agreement
 12




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Hedging Obligations
 Holdings
 Hydrocarbon Agreement
 Inactive Subsidiary
 Incur provided however
 (1)
    
    amortization of debt discount or the accretion of principal with respect to a
non-interest bearing or other discount security;
 (2)
    
    the payment of regularly scheduled interest in the form of additional
Indebtedness of the same instrument or the payment of regularly scheduled dividends on
Equity Interests in the form of additional Equity Interests of the same class and with
the same terms; and
 (3)
    
    the obligation to pay a premium in respect of Indebtedness arising in
connection with the issuance of a notice of redemption or making of a mandatory offer
to purchase such Indebtedness;
  Indebtedness
 13




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Indemnified Taxes
 Indenture
 Intellectual Property
 Intellectual Property Claim
 Intercreditor Agreement
 Interest Payment Date
 14




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Interest Period provided however provided further
 Interest Rate Agreement
 Inventory
 Investment
 Lenders
 LIBOR Rate
 15




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Lien
 Loan Documents
 Loans
 Margin Stock
 Material Adverse Effect
 Material Indebtedness
 16




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Maturity Date provided however
 Moodys
 Multiemployer Plan
 Net Cash Proceeds
 Non-ABL Obligations
 Non-ABL Priority Collateral
 Note Collateral Agent
 Note Documents
 Note Obligations
 Notes 1 2
 Obligations
 Obligor
 Officer
 17




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Officers Certificate
 Offtake Agreement
 Other Taxes
 Parent
 PBGC
 Perfection Certificate
 Permitted Acquisition
 Permitted Business
 Permitted Encumbrances
  18




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provided however ,
 Permitted Holders
 19




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Permitted Investment
 (1)
    
    the Borrower, any of its subsidiaries or a person that will, upon the making
of such Investment, become a subsidiary of the Borrower; provided, however, that the
primary business of such subsidiary is a Related Business;
 (2)
    
    another person if, as a result of such Investment, such other person is
merged or consolidated with or into, or transfers or conveys all or substantially all
its assets to, the Borrower or a subsidiary of the Borrower; provided, however, that
such persons primary business is a Related Business;
 (3)
    
    cash and Temporary Cash Investments;
 (4)
    
    receivables owing to the Borrower or any subsidiary of the Borrower if
created or acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms; provided, however, that such trade terms may
include such concessionary trade terms as the Borrower or any such subsidiary deems
reasonable under the circumstances;
 (5)
    
    payroll, travel and similar advances to cover matters that are expected at
the time of such advances ultimately to be treated as expenses for accounting purposes
and that are made in the ordinary course of business;
 (6)
    
    loans or advances to officers, directors or employees made in the ordinary
course of business of the Borrower or such subsidiary in an aggregate amount not to
exceed $750,000;
 (7)
    
    stock, obligations or securities received in settlement of debts created in
the ordinary course of business and owing to the Borrower or any of its subsidiaries
or in satisfaction of judgments;
 (8)
    
    any person to the extent such Investment represents the non-cash portion of
the consideration received for an Asset Sale as permitted pursuant to Section 6.06;
 (9)
    
    any person where such Investment is acquired by the Borrower or any of its
subsidiaries (a) in exchange for any other Investment or accounts receivable held by
the Borrower or any such subsidiary in connection with
 20




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or as a result of a bankruptcy,
workout, reorganization or recapitalization of the issuer of such other Investment or
accounts receivable or (b) as a result of a foreclosure by the Borrower or any of its
subsidiaries with
respect to any secured Investment or other transfer of title with respect to any
secured Investment in default;
 (10)
    
    any person to the extent such Investment consists of prepaid expenses,
negotiable instruments held for collection and lease, utility and workers
compensation, performance and other similar deposits made in the ordinary course of
business by the Borrower or any of its subsidiaries;
 (11)
    
    any person to the extent such Investment consists of Hedging Obligations
otherwise permitted by Section 6.01;
 (12)
    
    loans or advances in the ordinary course of business and consistent with past
practice to distributors or wholesalers of products of the Borrower or any of its
subsidiaries in an aggregate amount not to exceed $15,000,000;
 (13)
    
    any person to the extent such Investment is in existence on the Closing Date;
and
 (14)
    
    so long as no Default has occurred and is continuing (or would result
therefrom), any person in an aggregate amount which, when added together with the
amount of all the Investments made pursuant to this clause (14), does not exceed
$5,000,000.
 Permitted Liens
 Permitted Parent Payments provided
 person
 Petroleum Product provided
 Plan
 21




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Prime Rate
 Refinance
 Refinancing Indebtedness provided however
 (1)
    
    such Refinancing Indebtedness has a Stated Maturity no earlier than the
Stated Maturity of the Indebtedness being Refinanced;
 (2)
    
    such Refinancing Indebtedness has an Average Life at the time such
Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life
of the Indebtedness being Refinanced; and
 (3)
    
    such Refinancing Indebtedness has an aggregate principal amount (or if
Incurred with original issue discount, an aggregate issue price) that is equal to or
less than the aggregate principal amount (or if Incurred with original issue discount,
the aggregate accreted value) then outstanding or committed (plus fees and expenses,
including any premium and defeasance costs) under the Indebtedness being Refinanced;
 provided furthe however
 Register
 Regulation T
 Regulation U
 22




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Regulation X
 Related Business
 Related Fund
 Related Parties
 Release
 Required Lenders
 Responsible Officer
 Restricted Payment
 Revolving Credit Facility inter alia
 S&P
 Sale/Leaseback Transaction
 23




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SEC
 Secured Parties
 Securities Act
 Security Documents
 Stated Maturity
 Stock Purchase Agreement
 subsidiary parent
 Subsidiary Guarantor
 Subsidiary Guaranty
 Synthetic Lease
 Synthetic Lease Obligations
 24




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Taxes
 Temporary Cash Investments
 (1)
    
    any investment in direct obligations of the United States of America or any
agency thereof or obligations guaranteed by the United States of America or any agency
thereof;
 (2)
    
    investments in demand and time deposit accounts, certificates of deposit and
money market deposits maturing within 365 days of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the United
States of America, any State thereof or any foreign country recognized by the United
States of America, and which bank or trust company has capital, surplus and undivided
profits aggregating in excess of $50,000,000 (or the foreign currency equivalent
thereof) and has outstanding debt which is rated A (or such similar equivalent
rating) or higher by at least one nationally recognized statistical rating
organization (as defined in Rule 436 under the Securities Act), Israel Discount Bank
of New York, Bank Leumi USA, Bank Hapoalim or any money-market fund sponsored by a
registered broker dealer or mutual fund distributor;
 (3)
    
    repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clause (1) above entered into with a bank meeting
the qualifications described in clause (2) above;
 (4)
    
    investments in commercial paper, maturing not more than 180 days after the
date of acquisition, issued by a corporation (other than an Affiliate of the Borrower)
organized and in existence under the laws of the United States of America or any
foreign country recognized by the United States of America with a rating at the time
as of which any investment therein is made of P-1 (or higher) according to Moodys
or A-1 (or higher) according to S&P; and
 (5)
    
    investments in securities with maturities of 365 days or less from the date
of acquisition issued or fully guaranteed by any state, commonwealth or territory of
the United States of America, or by any political subdivision or taxing authority
thereof, and rated at least A by S&P or A by Moodys.
 25




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Term Loan Facility
 Transaction Costs
 Transactions
 Type Rate
 Valero
 Voting Stock
 wholly owned
 Withdrawal Liability
 Terms Generally
 26




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##### 



provided however
  The Credits
 Commitments and Loans
 Loans provided however
 provided
   27




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##### 



Borrowing Procedure
 provided however
  Evidence of Debt Repayment of Loans
  28




---



##### 



prima facie provided however
   Interest on Loans
   Default Interest
 29




---



##### 



Termination of Commitments
 Conversion of Borrowings
 pro rata
 provided however
     30




---



##### 



Repayment of Borrowings
  Optional Prepayments provided however
 pro rata
   Mandatory Prepayments
  31




---



##### 



pro rata pro rata
   Declined Proceeds
  32




---



##### 



Reserve Requirements; Change in Circumstances
   provided provided further
 Change in Legality
 33




---



##### 



Indemnity Breakage Event
 Pro rata Treatment pro rata
 Sharing of Setoffs
 34




---



##### 



provided however
 Payments
   Taxes provided
 35




---



##### 



provided
   36




---



##### 



Assignment of Commitments Under Certain Circumstances; Duty to Mitigate provided provided further
  37




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##### 



Representations and Warranties
  Organization; Powers
 Authorization Transactions
 38




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##### 



Unrestricted Subsidiary Alon Louisiana Subsidiaries
 Enforceability
 Governmental Approvals
 Financial Statements
 No Material Adverse Change
 Title to Properties; Possession Under Leases.
  39




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##### 



Subsidiaries
 Litigation; Compliance with Laws
  Agreements
  Federal Reserve Regulations
 40




---



##### 



Investment Company Act
 Use of Proceeds
 Tax Returns
 No Material Misstatements
 Employee Benefit Plans
 41




---



##### 



Environmental Matters
 Insurance
 Security Documents
 Labor Matters
 42




---



##### 



Solvency
 Senior Indebtedness
 Sanctioned Persons
 Intellectual Property
 First Purchaser Liens
  Conditions of Lending
 Conditions of Lending.
 43




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##### 



44




---



##### 



45




---



##### 



Affirmative Covenants
  Existence; Businesses and Properties
  46




---



##### 



Insurance provided however
  47




---



##### 



Obligations and Taxes provided however
 Financial Statements, Reports, etc
 provided however provided further
   48




---



##### 



Litigation and Other Notices
      provided however
 Maintaining Records; Access to Properties and Inspections; Maintenance of
Ratings
 49




---



##### 



Use of Proceeds
 Senior Indebtedness Designation
 Collateral
  50




---



##### 



Crack Spread Hedging Agreement provided
 Additional Subsidiaries
 51




---



##### 



Compliance with Law; Maintenance of Licenses
  Negative Covenants
 Limitation on Indebtedness.
  Permitted
Note Facility
   provided
  52




---



##### 



provided
        Liens Permitted Liens
  53




---



##### 



provided
 provided
 provided
 provided
 provided
   Sale/Leaseback Transactions
 Investments, Loans, Advances, Guarantees and Acquisitions.
 54




---



##### 



provided
  provided
     55




---



##### 



provided
   Mergers, Consolidations and Other Fundamental Changes
 Asset Sales Asset Sale
    Permitted Compensation Incentive Equity
Interests provided
 56




---



##### 



provided provided however
 Hedging Agreements.
  57




---



##### 



Restricted Payments
     Restricted Payments
 58




---



##### 



plus
 minus
     59




---



##### 



provided
 pro rata
  provided
     60




---



##### 



Transactions with Affiliates.
          61




---



##### 



Permitted Business
 Restrictive Agreements provided
 62




---



##### 



Amendment of Material Documents.
 Fiscal Year.
 .
 Parent Credit Agreement.
  Events of Default
 Events of Default
   63




---



##### 



provided
   64




---



##### 



65




---



##### 



The Administrative Agent and the Collateral Agent
 Agents
 66




---



##### 



67




---



##### 



Miscellaneous
 Notices
 68




---



##### 



Survival of Agreement
 69




---



##### 



Binding Effect
 Successors and Assigns
 provided
 70




---



##### 



71




---



##### 



Register
   72




---



##### 



provided
  Expenses; Indemnity
 Indemnitee
 73




---



##### 



provided
 pro rata provided pro rata
   Right of Setoff
 74




---



##### 



Applicable Law
 Waivers; Amendment
 provided however pro rata provided further
 Interest Rate Limitation Charges Maximum Rate
 75




---



##### 



Entire Agreement
 WAIVER OF JURY TRIAL
 Severability
 76




---



##### 



Counterparts
 Headings
 Jurisdiction; Consent to Service of Process
   Confidentiality
 77




---



##### 



Information
  Termination and Release
 78




---



##### 



Patriot Act Notice.
 Intercreditor Agreement
   79




---



##### 



Certifications Regarding Indenture
 Reinstatement of Liability
 (Signature Page Follows)
 80




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##### 



ALON REFINING KROTZ SPRINGS, INC.,By:
    /s/ Jeff D. MorrisName:
    Jeff D. MorrisTitle: Chief Executive OfficerBANK HAPOALIM B.M., New York Branch, individually and as
Administrative Agent and Collateral Agent,by:

    /s/ Lee StennerName: Lee Stenner

Title: Senior Vice President