<PAGE>

                                                                   EXHIBIT 10.16

                                                                  EXECUTION COPY

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                       GUARANTEE AND COLLATERAL AGREEMENT

                                   dated as of

                                January 14, 2004,

                                      among

                                 ALON USA, INC.,

                       the Subsidiaries of Alon USA, Inc.

                               identified herein,

                              ALON USA ENERGY, Inc.

                                       and

                           CREDIT SUISSE FIRST BOSTON,

                             as Administrative Agent

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                                                                [CS&M #2162-110]
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                                Table of Contents

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                                         ARTICLE I

                                        Definitions

SECTION 1.01.  Credit Agreement......................................................................        1
SECTION 1.02.  Other Defined Terms...................................................................        1

                                        ARTICLE II

                                         Guarantee

SECTION 2.01.  Guarantee.............................................................................        7
SECTION 2.02.  Guarantee of Payment..................................................................        7
SECTION 2.03.  No Limitations, Etc...................................................................        7
SECTION 2.04.  Reinstatement.........................................................................        8
SECTION 2.05.  Agreement To Pay; Subrogation.........................................................        8
SECTION 2.06.  Information...........................................................................        8

                                        ARTICLE III

                                   Pledge of Securities

SECTION 3.01.  Pledge................................................................................        9
SECTION 3.02.  Delivery of the Pledged Collateral....................................................        9
SECTION 3.03.  Representations, Warranties and Covenants.............................................       10
SECTION 3.04.  CERTIFICATION OF LIMITED LIABILITY COMPANY AND LIMITED PARTNERSHIP INTERESTS..........       11
SECTION 3.05.  Registration in Nominee Name; Denominations...........................................       11
SECTION 3.06.  Voting Rights; Dividends and Interest, etc............................................       12

                                        ARTICLE IV

                          Security Interests in Personal Property

SECTION 4.01.  Security Interest.....................................................................       14
SECTION 4.02.  Representations and Warranties........................................................       16
SECTION 4.03.  Covenants.............................................................................       17
SECTION 4.04.  Other Actions.........................................................................       21
SECTION 4.05.  Covenants regarding Patent, Trademark and Copyright Collateral........................       22
SECTION 4.06.  Lockbox System........................................................................       24
SECTION 4.07.  Collections...........................................................................       25
SECTION 4.08.  Consent...............................................................................       26
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                                         ARTICLE V

                                         Remedies

SECTION 5.01.  Remedies upon Default.................................................................       26
SECTION 5.02.  Application of Proceeds...............................................................       28
SECTION 5.03.  Grant of License to Use Intellectual Property.........................................       28
SECTION 5.04.  Securities Act, etc...................................................................       29

                                        ARTICLE VI

                  Indemnity, Subrogation, Contribution and Subordination

SECTION 6.01.  Indemnity and Subrogation.............................................................       29
SECTION 6.02.  Contribution and Subrogation..........................................................       30
SECTION 6.03.  Subordination.........................................................................       30

                                        ARTICLE VII

                                       Miscellaneous

SECTION 7.01.  Notices...............................................................................       30
SECTION 7.02.  Security Interest Absolute............................................................       31
SECTION 7.03.  Survival of Agreement.................................................................       31
SECTION 7.04.  Binding Effect; Several Agreement.....................................................       31
SECTION 7.05.  Successors and Assigns................................................................       32
SECTION 7.06.  Collateral Agent's Fees and Expenses; Indemnification.................................       32
SECTION 7.07.  Collateral Agent Appointed Attorney-in-Fact...........................................       32
SECTION 7.08.  Governing Law.........................................................................       33
SECTION 7.09.  Waivers; Amendment....................................................................       33
SECTION 7.10.  WAIVER OF JURY TRIAL..................................................................       34
SECTION 7.11.  Severability..........................................................................       34
SECTION 7.12.  Counterparts..........................................................................       34
SECTION 7.13.  Headings..............................................................................       34
SECTION 7.14.  Jurisdiction; Consent to Service of Process...........................................       34
SECTION 7.15.  Termination or Release................................................................       35
SECTION 7.16.  Additional Subsidiaries...............................................................       35
SECTION 7.17.  Right of Setoff.......................................................................       35
SECTION 7.18.  Lien Subordination and Intercreditor Agreement........................................       36
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                  GUARANTEE AND COLLATERAL AGREEMENT dated as of January 14,
            2004, among ALON USA, INC., the subsidiaries of Alon USA, Inc. party
            hereto, ALON USA ENERGY, INC. and CREDIT SUISSE FIRST BOSTON, acting
            through its Cayman Islands Branch, as Collateral Agent.

            Reference is made to the Amended and Restated Credit Agreement dated
as of January 14, 2004 (as amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"), among Alon USA, Inc. (the "Borrower"), the
Lenders party thereto and Credit Suisse First Boston, acting through its Cayman
Islands Branch, as Administrative Agent. The Lenders have agreed to extend
credit to the Borrower on the terms and subject to the conditions set forth in
the Credit Agreement. The obligations of the Lenders to extend such credit are
conditioned upon, among other things, the execution and delivery of this
Agreement. Alon USA Energy, Inc., the parent company of the Borrower, and the
subsidiaries of the Borrower will derive substantial benefits from extensions of
credit to the Borrower under the Credit Agreement and are willing to execute and
deliver this Agreement in order to induce the Lenders to extend such credit.
Accordingly, the parties hereto agree as follows:

                                   ARTICLE I

                                  Definitions

            SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this
Agreement and not otherwise defined herein have the meanings specified in the
Credit Agreement. All terms defined in the New York UCC (as defined herein) and
not defined in this Agreement have the meanings specified therein; the term
"Instrument" shall have the meaning specified in Article 9 of the New York UCC.

            (b) The rules of construction specified in Section 1.02 of the
Credit Agreement also apply to this Agreement.

            SECTION 1.02. Other Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

            "Account Debtor" means any Person who is or who may become obligated
to any Grantor under, with respect to or on account of an Account.

            "Article 9 Collateral" has the meaning assigned to such term in
Section 4.01.

            "Cash Depository Account" has the meaning assigned to it in Section
5.08 of the Term Loan Facility Credit Agreement.

            "Collateral" means Article 9 Collateral and Pledged Collateral.

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                                                                               2

            "Collection Deposit Account" means any lockbox account maintained by
a Grantor with the Lockbox System Administrator or with a Sub-Agent pursuant to
a Lockbox Agreement.

            "Concentration Account" means the Term Loan Facility Concentration
Account or the IDB Revolving Facility Concentration Account.

            "Copyrights" means all of the following now owned or hereafter
acquired by any Grantor: (a) all copyright rights in any work subject to the
copyright laws of the United States or any other country, whether as author,
assignee, transferee or otherwise, (b) all registrations and applications for
registration of any such copyright in the United States or any other country,
including registrations, recordings, supplemental registrations and pending
applications for registration in the United States Copyright Office, including
those listed on Schedule III and (c) any written agreement, now or hereafter in
effect, granting any right to any third party under any copyright described in
clause (a) above now or hereafter owned by any Grantor or that such Grantor
otherwise has the right to license, or granting any right to any Grantor under
any copyright now or hereafter owned by any third party, and all rights of such
Grantor under any such agreement.

            "Credit Agreement" has the meaning assigned to such term in the
preliminary statement of this Agreement.

            "Debt Service Support Account" means any account referred to in the
definition of "Debt Service Support Requirement" in the Credit Agreement and
established pursuant to Section 5.08(a) of such Credit Agreement.

            "Defeasance Account" means any account established pursuant to
Section 5.08(b) of the Credit Agreement.

            "Excluded Equity Interests" means (a) Equity Interests in Persons
other than the Borrower owned by Alon Energy, (b) if and for so long as the
pledge of Equity Interests of Southwest Convenience Stores, LLC would violate
any provision of the 7-Eleven License Agreement, any Equity Interests in
Southwest Convenience Stores, LLC, (c) if and for so long as they are not
pledged under the IDB Revolving Facility Credit Agreement, Equity Interests in
any Subsidiary of Southwest Convenience Stores, LLC, and (d) for so long as they
are pledged by Alon Energy to secure the Promissory Notes and the Warrant Note,
shares of common stock of the Borrower owned by Alon Energy and representing in
the aggregate not more than 44% of the issued and outstanding common stock of
the Borrower (the "Excluded Borrower Shares"); provided, that (i) the Excluded
Equity Interests will in no event include any shares listed on Schedule II
hereto except to the extent noted therein, and (ii) at such time as (A) the
Excluded Borrower Shares are no longer pledged to secure the Promissory Notes or
the Warrant Note or (B) the Promissory Notes and the Warrant Note have been paid
in full, the Excluded Borrower Shares shall cease to be Excluded Equity
Interests and shall, without further action, be pledged under Article III
hereof.

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                                                                               3

            "Federal Securities Laws" has the meaning assigned to such term in
Section 5.04.

            "Fixed Asset Lease" means the Lease Agreement dated as of July 31,
2000, by and between Alon USA Refining, Inc., Alon USA Pipeline, Inc., Fin-Tex
Pipe Line Company and American Petrofina Pipe Line Company (now known as Alon
Petroleum Pipe Line Company), jointly and severally, as Landlord, and Alon USA,
LP (f/k/a SWBU, L.P.), as Tenant.

            "General Intangibles" means all choses in action and causes of
action and all other intangible personal property of any Grantor of every kind
and nature (other than Accounts) now owned or hereafter acquired by any Grantor,
including corporate or other business records, indemnification claims, contract
rights (including rights under leases, whether entered into as lessor or lessee
(including the Fixed Asset Lease), Hedging Agreements and other agreements),
Intellectual Property, goodwill, registrations, franchises, tax refund claims
and any letter of credit, guarantee, claim, security interest or other security
held by or granted to any Grantor to secure payment by an Account Debtor of any
of the Accounts, but excluding for all purposes, the Master Lease Agreement
dated October 1, 2002, by and between SCS Finance I, L.P., as lessor, and
Southwest Convenience Stores, LLC, as lessee, and the Master Lease dated October
1, 2002, by and between SCS Finance II, L.P., as lessor, and Southwest
Convenience Stores, LLC, as lessee (the GECC Lease Agreements).

            "Grantors" means the Borrower and the Subsidiary Parties.

            "Guarantors" means the Subsidiary Parties.

            "IDB Revolving Facility Collateral Agent" means Israel Discount Bank
of New York, in its capacity as Collateral Agent under the Security Documents
(as defined in the IDB Revolving Facility Credit Agreement), and its successors
in such capacity.

            "IDB Revolving Facility Concentration Account" means the "Cash
Concentration Account" (as defined in the IDB Revolving Facility Credit
Agreement) maintained at the "Cash Concentration Account Bank" (as so defined)
for the benefit of the IDB Revolving Facility Secured Parties and the Secured
Parties by the IDB Revolving Facility Collateral Agent.

            "IDB Revolving Facility Credit Agreement" means the Revolving Credit
Agreement dated January 14, 2004, as amended, among Alon USA, LP, Israel
Discount Bank of New York, as agent and lender, and Bank Leumi USA, as lender,
or any agreement evidencing the extension, refinancing, renewal or replacement
of any Indebtedness thereunder to the extent permitted under Section 6.01(i) of
the Credit Agreement.

            "IDB Revolving Facility First Lien Collateral" has the meaning
assigned to such term in the Lien Subordination and Intercreditor Agreement.

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                                                                               4

            "IDB Revolving Facility Secured Parties" has the meaning assigned to
such term in the Lien Subordination and Intercreditor Agreement.

            "IDB Revolving Facility Security Documents" has the meaning assigned
to such term in the Lien Subordination and Intercreditor Agreement.

            "Intellectual Property" means all intellectual and similar property
of any Grantor of every kind and nature now owned or hereafter acquired by any
Grantor, including inventions, designs, Patents, Copyrights, Trademarks, trade
secrets, license or sublicense agreements of any kind to which any Grantor is a
party (including those listed on Schedule III), confidential or proprietary
technical and business information, know-how, show-how or other data or
information, software and databases and all embodiments or fixations thereof and
related documentation, registrations and franchises, and all additions,
improvements and accessions to, and books and records describing or used in
connection with, any of the foregoing.

            "Lien Subordination and Intercreditor Agreement" means the Lien
Subordination and Intercreditor Agreement dated as of January 14, 2004, among
the Collateral Agent, the IDB Revolving Facility Collateral Agent, Alon USA
Energy, Inc., the Borrower and the subsidiaries of the Borrower named therein.

            "Lockbox System Administrator" means (a) prior to the Lockbox System
Transition Date, the IDB Revolving Facility Collateral Agent, and (b) on and
after the Lockbox System Transition Date, the Collateral Agent.

            "Lockbox Agreement" means a lockbox and depository agreement in a
form reasonably acceptable to the Collateral Agent among a Sub-Agent, a Grantor
and the IDB Revolving Facility Collateral Agent.

            "Lockbox System" has the meaning assigned to such term in Section
4.06(a).

            "Lockbox System Transition Date" means the earlier of (a) the date
on which the principal of and interest accrued on all loans and all letter of
credit disbursements under the IDB Revolving Facility Credit Agreement shall
have been paid in full, all letters of credit issued under the IDB Revolving
Facility Credit Agreement shall have expired or been drawn in full and the
commitments under the IDB Revolving Facility shall have been terminated and (b)
the date on which the IDB Revolving Facility First Lien Collateral shall have
been released from the Liens of the IDB Revolving Facility Security Documents.

            "New York UCC" means the Uniform Commercial Code as from time to
time in effect in the State of New York.

            "Notes Defeasance Account" means the cash collateral account
established pursuant to Section 5.08(b) of the Credit Agreement at the office of
Credit Suisse First Boston located at Eleven Madison Avenue, New York, NY 10010,
in the name of the Collateral Agent.

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                                                                               5

            "Obligations" means (a) the due and punctual payment by the Borrower
of (i) the principal of and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, and (ii) all other monetary
obligations of the Borrower to any of the Secured Parties under the Credit
Agreement and each of the other Loan Documents, including fees, costs, expenses
and indemnities, whether primary, secondary, direct, contingent, fixed or
otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), (b) the due and punctual
performance of all other obligations of the Borrower under or pursuant to the
Credit Agreement and each of the other Loan Documents, and (c) the due and
punctual payment and performance of all the obligations of each other Loan Party
under or pursuant to this Agreement and each of the other Loan Documents.

            "Patents" means all of the following now owned or hereafter acquired
by any Grantor: (a) all letters patent of the United States or the equivalent
thereof in any other country, all registrations and recordings thereof, and all
applications for letters patent of the United States or the equivalent thereof
in any other country, including registrations, recordings and pending
applications in the United States Patent and Trademark Office or any similar
offices in any other country, including those listed on Schedule III, (b) all
reissues, continuations, divisions, continuations-in-part, renewals or
extensions thereof, and the inventions disclosed or claimed therein, including
the right to make, use and/or sell the inventions disclosed or claimed therein
and (c) any written agreement, now or hereafter in effect, granting to any third
party any right to make, use or sell any invention on which a patent described
in clause (a) or (b), now or hereafter owned by any Grantor or that any Grantor
otherwise has the right to license, is in existence, or granting to any Grantor
any right to make, use or sell any invention on which a patent, now or hereafter
owned by any third party, is in existence, and all rights of any Grantor under
any such agreement.

            "Perfection Certificate" means a certificate substantially in the
form of Annex II, completed and supplemented with the schedules and attachments
contemplated thereby, and duly executed by a Responsible Officer and the chief
legal officer of the Borrower.

            "Pledged Collateral" has the meaning assigned to such term in
Section 3.01.

            "Pledged Debt Securities" has the meaning assigned to such term in
Section 3.01.

            "Pledged Securities" means any promissory notes, stock certificates
or other securities now or hereafter included in the Pledged Collateral,
including all certificates, instruments or other documents representing or
evidencing any Pledged Collateral.

<PAGE>

                                                                               6

            "Pledged Equity Interests" has the meaning assigned to such term in
Section 3.01.

            "Pledgors" means Alon Energy, the Borrower and the Subsidiary
Parties.

            "Proceeds" has the meaning specified in Section 9-102 of the New
York UCC.

            "Reinvestment Account" has the meaning assigned to it in the Term
Loan Facility Credit Agreement.

            "Secured Parties" means (a) the Lenders, (b) the Administrative
Agent, (c) the Collateral Agent, (d) the beneficiaries of each indemnification
obligation undertaken by any Loan Party under any Loan Document and (d) the
successors and assigns of each of the foregoing.

            "Security Interest" has the meaning assigned to such term in Section
4.01.

            "Sub-Agent" means each financial institution that has delivered to
the Collateral Agent and the IDB Revolving Facility Collateral Agent an executed
Lockbox Agreement.

            "Subsidiary Parties" means (a) the Subsidiaries identified on
Schedule I and (b) each other Subsidiary that becomes a party to this Agreement
as a Guarantor, a Grantor or a Pledgor after the date hereof.

            "Term Loan Facility Concentration Account" means a collateral
account maintained for the benefit of the Secured Parties by the Collateral
Agent and identified in a notice given by the Collateral Agent to the Borrower.

            "Trademarks" means all of the following now owned or hereafter
acquired by any Grantor: (a) all trademarks, service marks, trade names,
corporate names, company names, business names, fictitious business names, trade
styles, trade dress, logos, other source or business identifiers, designs and
general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all registration and
recording applications filed in connection therewith, including registrations
and registration applications in the United States Patent and Trademark Office
or any similar offices in any State of the United States or any other country or
any political subdivision thereof, and all extensions or renewals thereof,
including those listed on Schedule III, (b) all goodwill associated therewith or
symbolized thereby, (c) all other assets, rights and interests that uniquely
reflect or embody such goodwill and (d) any written agreement, now or hereafter
in effect, granting to any third party any right to use any trademark described
in clause (a) now or hereafter owned by any Grantor or that any Grantor
otherwise has the right to license, or granting to any Grantor any right to use
any trademark now or hereafter owned by any third party, and all rights of any
Grantor under any such agreement.

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                                                                               7

                                   ARTICLE II

                                    Guarantee

            SECTION 2.01. Guarantee. Each Guarantor unconditionally guarantees,
jointly with the other Guarantors and severally, as a primary obligor and not
merely as a surety, the due and punctual payment and performance of the
Obligations. Each of the Guarantors further agrees that the Obligations may be
extended or renewed, in whole or in part, without notice to or further assent
from it, and that it will remain bound upon its guarantee notwithstanding any
extension or renewal of any Obligation. Each of the Guarantors waives
presentment to, demand of payment from and protest to the Borrower or any other
Loan Party of any of the Obligations, and also waives notice of acceptance of
its guarantee and notice of protest for nonpayment.

            SECTION 2.02. Guarantee of Payment. Each of the Guarantors further
agrees that its guarantee hereunder constitutes a guarantee of payment when due
and not of collection, and waives any right to require that any resort be had by
the Collateral Agent or any other Secured Party to any security held for the
payment of the Obligations or to any balance of any deposit account or credit on
the books of the Collateral Agent or any other Secured Party in favor of the
Borrower or any other person.

            SECTION 2.03. No Limitations, Etc. (a) Except for termination of a
Guarantor's obligations hereunder as expressly provided in Section 7.15, the
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise of any of the Obligations,
and shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of each Guarantor hereunder shall
not be discharged or impaired or otherwise affected by (i) the failure of the
Collateral Agent or any other Secured Party to assert any claim or demand or to
enforce any right or remedy under the provisions of any Loan Document or
otherwise; (ii) any rescission, waiver, amendment or modification of, or any
release from any of the terms or provisions of, any Loan Document or any other
agreement, including with respect to any other Guarantor under this Agreement;
(iii) the release of any security held by the Collateral Agent or any other
Secured Party for the Obligations or any of them; (iv) any default, failure or
delay, wilful or otherwise, in the performance of the Obligations; or (v) any
other act or omission that may or might in any manner or to any extent vary the
risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a
matter of law or equity (other than the indefeasible payment in full in cash of
all the Obligations). Each Guarantor expressly authorizes the Secured Parties to
take and hold security for the payment and performance of the Obligations, to
exchange, waive or release any or all such security (with or without
consideration), to enforce or apply such security and direct the order and
manner of any sale thereof in their sole discretion or to release or substitute
any one or more other guarantors or obligors upon or in respect of the
Obligations, all without affecting the obligations of any Guarantor hereunder.

<PAGE>

                                                                               8

            (b) To the fullest extent permitted by applicable law, each
Guarantor waives any defense based on or arising out of any defense of the
Borrower or any other Loan Party or the unenforceability of the Obligations or
any part thereof from any cause, or the cessation from any cause of the
liability of the Borrower or any other Loan Party, other than the indefeasible
payment in full in cash of all the Obligations. The Collateral Agent and the
other Secured Parties may, at their election, foreclose on any security held by
one or more of them by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure, compromise or adjust any
part of the Obligations, make any other accommodation with the Borrower or any
other Loan Party or exercise any other right or remedy available to them against
the Borrower or any other Loan Party, without affecting or impairing in any way
the liability of any Guarantor hereunder except to the extent the Obligations
have been fully and indefeasibly paid in full in cash. To the fullest extent
permitted by applicable law, each Guarantor waives any defense arising out of
any such election even though such election operates, pursuant to applicable
law, to impair or to extinguish any right of reimbursement or subrogation or
other right or remedy of such Guarantor against the Borrower or any other Loan
Party, as the case may be, or any security.

            SECTION 2.04. Reinstatement. Each of the Guarantors agrees that its
guarantee hereunder shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by the Collateral Agent or any other
Secured Party upon the bankruptcy or reorganization of the Borrower, any other
Loan Party or otherwise.

            SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the
foregoing and not in limitation of any other right that the Collateral Agent or
any other Secured Party has at law or in equity against any Guarantor by virtue
hereof, upon the failure of the Borrower or any other Loan Party to pay any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Collateral Agent
for distribution to the applicable Secured Parties in cash the amount of such
unpaid Obligation. Upon payment by any Guarantor of any sums to the Collateral
Agent as provided above, all rights of such Guarantor against the Borrower or
any other Guarantor arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be
subject to Article VI.

            SECTION 2.06. Information. Each Guarantor assumes all responsibility
for being and keeping itself informed of the Borrower's and each other Loan
Party's financial condition and assets, and of all other circumstances bearing
upon the risk of nonpayment of the Obligations and the nature, scope and extent
of the risks that such Guarantor assumes and incurs hereunder, and agrees that
none of the Collateral Agent or the other Secured Parties will have any duty to
advise such Guarantor of information known to it or any of them regarding such
circumstances or risks.

<PAGE>

                                                                               9

                                  ARTICLE III

                              Pledge of Securities

            SECTION 3.01. Pledge. As security for the payment or performance, as
the case may be, in full of the Obligations, each Pledgor hereby assigns and
pledges to the Collateral Agent, its successors and assigns, for the benefit of
the Secured Parties, and hereby grants to the Collateral Agent, its successors
and assigns, for the benefit of the Secured Parties, a security interest in, all
of such Pledgor's right, title and interest in, to and under (a) the Equity
Interests owned by it and listed on Schedule II and any other Equity Interests
(other than Excluded Equity Interests) now or at any time hereafter owned by
such Pledgor, and the certificates representing all such Equity Interests (the
"Pledged Equity Interests"); (b)(i) the debt securities listed opposite the name
of such Pledgor on Schedule II, (ii) any other debt securities now or at any
time hereafter owned by such Pledgor (except that no debt securities will be
pledged by Alon Energy) and (iii) the promissory notes and any other instruments
evidencing such debt securities (the "Pledged Debt Securities"); (c) all other
property that may be delivered to and held by the Collateral Agent pursuant to
the terms of this Section 3.01; (d) subject to Section 3.06, all payments of
principal or interest, dividends, cash, instruments and other property from time
to time received, receivable or otherwise distributed in respect of, in exchange
for or upon the conversion of, and all other Proceeds received in respect of,
the securities referred to in clauses (a) and (b) above; (e) subject to Section
3.06, all rights and privileges of such Pledgor with respect to the securities
and other property referred to in clauses (a), (b), (c) and (d) above; and (f)
all Proceeds of any of the foregoing (the items referred to in clauses (a)
through (f) above being collectively referred to as the "Pledged Collateral").

            TO HAVE AND TO HOLD the Pledged Collateral, together with all right,
title, interest, powers, privileges and preferences pertaining or incidental
thereto, unto the Collateral Agent, its successors and assigns, for the ratable
benefit of the Secured Parties, forever; subject, however, to the terms,
covenants and conditions hereinafter set forth.

            SECTION 3.02. Delivery of the Pledged Collateral. (a) Each Pledgor
agrees promptly to deliver or cause to be delivered to the Collateral Agent any
and all Pledged Securities.

            (b) Each of the Borrower and each Subsidiary Party will cause any
Indebtedness for borrowed money owed to it by any person to be pledged to the
Collateral Agent pursuant to the terms hereof and any obligation in an amount
greater than $100,000 included in such Indebtedness shall be evidenced by a
writing (which, if such writing is a promissory note, shall be delivered to the
Collateral Agent together with instruments of transfer with respect thereto
endorsed in blank).

            (c) Upon delivery to the Collateral Agent, (i) any Pledged
Securities shall, if certificated (as defined in the New York UCC), be
accompanied by stock powers duly executed in blank or other instruments of
transfer satisfactory to the Collateral Agent and by such other instruments and
documents as the Collateral Agent may reasonably request and (ii) all other
property comprising part of the Pledged Collateral shall be accompanied

<PAGE>

                                                                              10

by proper instruments of assignment duly executed by the applicable Pledgor and
such other instruments or documents as the Collateral Agent may reasonably
request. Each delivery of Pledged Securities shall be accompanied by a schedule
describing the Pledged Securities then or theretofore delivered, which schedule
shall be attached hereto as Schedule II and made a part hereof; provided that
failure to attach any such schedule hereto or any error in a schedule so
attached shall not affect the validity of the pledge of any Pledged Securities.
Each schedule so delivered shall supplement any prior schedules so delivered.

            SECTION 3.03. Representations, Warranties and Covenants. Each
Pledgor represents, warrants and covenants, as to itself and the Pledged
Collateral pledged by it hereunder, to and with the Collateral Agent, for the
benefit of the Secured Parties, that:

            (a) Schedule II correctly sets forth, as to each issuer of Pledged
Equity Interests, the percentage of the issued and outstanding Equity Interests
of each class represented by the Pledged Equity Interests. Schedule II lists all
Equity Interests, debt securities and promissory notes required to be pledged
hereunder in order to satisfy the Guarantee and Collateral Requirement.

            (b) The Pledged Equity Interests and Pledged Debt Securities have
been duly and validly authorized and issued by the issuers thereof and (i) in
the case of Pledged Equity Interests, are fully paid and nonassessable and (ii)
in the case of Pledged Debt Securities, are legal, valid and binding obligations
of the issuers thereof.

            (c) Except for the security interests granted hereunder, each of the
Pledgors (i) is and, subject to any transfers made in compliance with the Credit
Agreement, will continue to be the direct owner, beneficially and of record, of
the Pledged Collateral indicated on Schedule II as owned by such Pledgor, (ii)
holds the same free and clear of all Liens, (iii) will make no assignment,
pledge, hypothecation or transfer of, or create or permit to exist any security
interest in or other Lien on, the Pledged Collateral, other than Liens created
by this Agreement and as permitted by the Credit Agreement and transfers made in
compliance with the Credit Agreement, and (iv) subject to Section 3.06, will
cause any and all Pledged Collateral, whether for value paid by the Pledgor or
otherwise, to be forthwith deposited with the Collateral Agent and pledged or
assigned hereunder.

            (d) Except for restrictions and limitations imposed by the Loan
Documents or securities laws generally, the Pledged Collateral is and will
continue to be freely transferable and assignable, and none of the Pledged
Collateral is or will be subject to any option, right of first refusal,
shareholders agreement, charter or by-law provisions or contractual restriction
of any nature that might prohibit, impair, delay or otherwise affect the pledge
of such Pledged Collateral hereunder, the sale or disposition thereof pursuant
hereto or the exercise by the Collateral Agent of rights and remedies hereunder.

            (e) Each of the Pledgors (i) has the power and authority to pledge
the Pledged Collateral pledged by it hereunder in the manner hereby done or
contemplated

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                                                                              11

and (ii) will defend its title or interest thereto or therein against any and
all Liens (other than the Lien created by this Agreement and any Lien permitted
by the Credit Agreement), however arising, of all persons whomsoever.

            (f) No consent or approval of any other person (including
stockholders, partners, members or creditors of any Pledgor), any Governmental
Authority, any securities exchange or any other person was or is necessary to
the validity of the pledge effected hereby (other than such as have been
obtained and are in full force and effect).

            (g) By virtue of the execution and delivery by the Pledgors of this
Agreement, when any Pledged Securities are delivered to the Collateral Agent in
accordance with this Agreement, the Collateral Agent will obtain a legal, valid
and perfected first priority lien upon and security interest in such Pledged
Securities as security for the payment and performance of the Obligations.

            (h) The pledge effected hereby is effective to vest in the
Collateral Agent, for the benefit of the Secured Parties, the rights of the
Collateral Agent in the Pledged Collateral as set forth herein.

            SECTION 3.04. CERTIFICATION OF LIMITED LIABILITY COMPANY AND LIMITED
PARTNERSHIP INTERESTS.

            (a) WITH RESPECT TO EACH INTEREST IN ANY LIMITED LIABILITY COMPANY
OR LIMITED PARTNERSHIP CONTROLLED BY ANY PLEDGOR AND PLEDGED HEREUNDER THAT IS
REPRESENTED BY A CERTIFICATE, THE ORGANIZATIONAL DOCUMENTS OF SUCH LIMITED
LIABILITY COMPANY OR LIMITED PARTNERSHIP SHALL INCLUDE AN EXPRESS PROVISION
PROVIDING THAT EACH INTEREST IN SUCH ENTITY "IS A SECURITY GOVERNED BY ARTICLE 8
OF THE UNIFORM COMMERCIAL CODE IN EFFECT IN THE STATE OF NEW YORK ON THE DATE
HEREOF".

            (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE
PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE INTERESTS IN ALON USA, LP AND ALON
USA DELAWARE, LLC SHALL NOT BE REPRESENTED BY A CERTIFICATE AS OF THE DATE
HEREOF AND EACH PLEDGOR AGREES NOT TO TAKE ANY ACTION TO CAUSE SUCH INTERESTS TO
BE SO CERTIFICATED UNLESS THE CERTIFICATES EVIDENCING SUCH INTERESTS SHALL BE
SIMULTANEOUSLY PLEDGED AND DELIVERED TO THE COLLATERAL AGENT HEREUNDER.

            SECTION 3.05. Registration in Nominee Name; Denominations. The
Collateral Agent, on behalf of the Secured Parties, shall have the right (in its
sole and absolute discretion) to hold the Pledged Securities in its own name as
pledgee, in the name of its nominee (as pledgee or as sub-agent) or in the name
of the applicable Pledgor, endorsed or assigned in blank or in favor of the
Collateral Agent. Each Pledgor will promptly give to the Collateral Agent copies
of any notices or other communications received by it with respect to Pledged
Collateral registered in the name of such Pledgor.

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                                                                              12

The Collateral Agent shall at all times have the right to exchange the
certificates representing Pledged Securities for certificates of smaller or
larger denominations for any purpose consistent with this Agreement.

            SECTION 3.06. Voting Rights; Dividends and Interest, etc. (a) Unless
and until an Event of Default shall have occurred and be continuing and the
Collateral Agent shall have notified the Pledgors that their rights under this
Section are being suspended:

                  (i) Each Pledgor shall be entitled to exercise any and all
            voting and/or other consensual rights and powers inuring to an owner
            of Pledged Collateral or any part thereof for any purpose consistent
            with the terms of this Agreement, the Credit Agreement and the other
            Loan Documents; provided that such rights and powers shall not be
            exercised in any manner that could materially and adversely affect
            the rights inuring to a holder of any Pledged Collateral or the
            rights and remedies of any of the Collateral Agent or the other
            Secured Parties under this Agreement or the Credit Agreement or any
            other Loan Document or the ability of the Secured Parties to
            exercise the same.

                  (ii) The Collateral Agent shall execute and deliver to each
            Pledgor, or cause to be executed and delivered to such Pledgor, all
            such proxies, powers of attorney and other instruments as such
            Pledgor may reasonably request for the purpose of enabling such
            Pledgor to exercise the voting and/or consensual rights and powers
            it is entitled to exercise pursuant to subparagraph (i) above.

                  (iii) Each Pledgor shall be entitled to receive and retain any
            and all dividends, interest, principal and other distributions paid
            on or distributed in respect of the Pledged Collateral to the extent
            and only to the extent that such dividends, interest, principal and
            other distributions are permitted by, and otherwise paid or
            distributed in accordance with, the terms and conditions of the
            Credit Agreement, the other Loan Documents and applicable laws;
            provided that any noncash dividends, interest, principal or other
            distributions that would constitute Pledged Equity Interests or
            Pledged Debt Securities, whether resulting from a subdivision,
            combination or reclassification of the outstanding Equity Interests
            of the issuer of any Pledged Collateral or received in exchange for
            Pledged Collateral or any part thereof, or in redemption thereof, or
            as a result of any merger, consolidation, acquisition or other
            exchange of assets to which such issuer may be a party or otherwise,
            shall be and become part of the Pledged Collateral.

            (b) Upon the occurrence and during the continuance of an Event of
Default, after the Collateral Agent shall have notified the Pledgors of the
suspension of their rights under paragraph (a)(iii) of this Section 3.06, then
all rights of any Pledgor to dividends, interest, principal or other
distributions that such Pledgor is authorized to

<PAGE>

                                                                              13

receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all
such rights shall thereupon become vested in the Collateral Agent, which shall
have the sole and exclusive right and authority to receive and retain such
dividends, interest, principal or other distributions. All dividends, interest,
principal or other distributions received by any Pledgor contrary to the
provisions of this Section 3.06 shall be held in trust for the benefit of the
Collateral Agent, shall be segregated from other property or funds of such
Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in
the form in which it shall have been received (with any necessary endorsement).
Any and all money and other property paid over to or received by the Collateral
Agent pursuant to the provisions of this paragraph (b) shall be retained by the
Collateral Agent in an account to be established by the Collateral Agent upon
receipt of such money or other property and shall be applied in accordance with
the provisions of Section 5.02. After all Events of Default have been cured or
waived and the applicable Pledgor or Pledgors have delivered to the
Administrative Agent certificates to that effect, the Administrative Agent
shall, promptly after all such Events of Default have been cured or waived,
repay to each Pledgor (without interest) all dividends, interest, principal or
other distributions that such Pledgor would otherwise be permitted to retain
pursuant to the terms of paragraph (a)(iii) of this Section 3.06 and that remain
in such account.

            (c) Upon the occurrence and during the continuance of an Event of
Default, after the Collateral Agent shall have notified the Pledgors of the
suspension of their rights under paragraph (a)(i) of this Section 3.06, then all
rights of any Pledgor to exercise the voting and consensual rights and powers it
is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and
the obligations of the Collateral Agent under paragraph (a)(ii) of this Section
3.06, shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, which shall have the sole and exclusive right and authority to
exercise such voting and consensual rights and powers; provided that, unless
otherwise directed by the Required Lenders, the Collateral Agent shall have the
right from time to time following and during the continuance of an Event of
Default to permit the Pledgors to exercise such rights. After all Events of
Default have been cured or waived, the Pledgors will have the right to exercise
the voting and consensual rights and powers that they would otherwise be
entitled to exercise pursuant to the terms of paragraph (a)(i) above.

            (d) Any notice given by the Collateral Agent to the Pledgors
suspending their rights under paragraph (a) of this Section 3.06 (i) may be
given by telephone if promptly confirmed in writing, (ii) may be given to one or
more of the Pledgors at the same or different times and (iii) may suspend the
rights of the Pledgors under paragraph (a)(i) or paragraph (a)(iii) in part
without suspending all such rights (as specified by the Collateral Agent in its
sole and absolute discretion) and without waiving or otherwise affecting the
Collateral Agent's rights to give additional notices from time to time
suspending other rights so long as an Event of Default has occurred and is
continuing.

<PAGE>

                                                                              14

                                   ARTICLE IV

                     Security Interests in Personal Property

            SECTION 4.01. Security Interest. (a) As security for the payment or
performance, as the case may be, in full of the Obligations, each Grantor hereby
assigns and pledges to the Collateral Agent, its successors and assigns, for the
ratable benefit of the Secured Parties, and hereby grants to the Collateral
Agent, its successors and assigns, for the ratable benefit of the Secured
Parties, a security interest (the "Security Interest") in, all right, title or
interest in or to any and all of the following assets and properties now owned
or at any time hereafter acquired by such Grantor or in which such Grantor now
has or at any time in the future may acquire any right, title or interest
(collectively, the "Article 9 Collateral"):

                  (i) all Accounts;

                  (ii) all Chattel Paper;

                  (iii) the Debt Service Support Account;

                  (iv) the Notes Defeasance Account;

                  (v) all Reinvestment Accounts;

                  (vi) the Term Loan Facility Concentration Account;

                  (vii) the Cash Depository Account;

                  (viii) all other collection, deposit and commodity accounts,
            all cash and other property in any of the foregoing accounts, and
            all credit card proceeds;

                  (ix) all hedging, commodity and other derivative contracts;

                  (x) all Documents;

                  (xi) all Equipment;

                  (xii) all General Intangibles;

                  (xiii) all Payment Intangibles

                  (xiv) all Instruments;

                  (xv) all Inventory;

                  (xvi) all permits and licenses;

<PAGE>

                                                                              15

                  (xvii) all Investment Property, marketable securities and
            Financial Assets;

                  (xviii) all intercompany indebtedness;

                  (xix) all Letter-of-Credit Rights;

                  (xx) such Grantor's commercial tort claims, if any;

                  (xxi) the Fixed Asset Lease (including all rights of any
            Grantor as landlord or tenant thereunder);

                  (xxii) all books and records pertaining to the Article 9
            Collateral; and

                  (xxiii) to the extent not otherwise included, all Proceeds and
            products of any and all of the foregoing, including proceeds of all
            insurance policies (including policies of business interruption
            insurance) and all collateral security and guarantees given by any
            Person with respect to any of the foregoing.

Notwithstanding the foregoing, "Collateral" as used herein and the defined terms
used above in the description of Collateral shall not include (A) any Account,
Chattel Paper, Document, General Intangible, Payment Intangible,
Letter-of-Credit Rights or Instrument of a Loan Party, in each case to the
extent (but only to the extent) (1) the assignment hereunder by such Loan Party
of such Account, Chattel Paper, Document, General Intangible, Payment
Intangible, Letter-of-Credit Rights or Instrument would result in a default
whether by its terms or under the provision of any contract to which such Loan
Party is party (except to the extent the provision creating such default would
not be enforceable under Section 9-406, 9-407 or 9-408 of the New York UCC, in
which case such Account, Chattel Paper, Document, General Intangible or
Instrument shall be included in the Collateral) and (2) the assignment of which,
or the grant of a security interest in, the Collateral is prohibited by any
applicable law (all such Collateral being the "Excluded Collateral"); provided,
however, that any proceeds received by any Grantor from the sale, transfer or
other disposition of Excluded Collateral shall constitute Collateral unless any
assets or proceeds constituting such proceeds are themselves subject to the
exclusions set forth in clauses (1) and (2) above, (B) so long as it is not
subject to liens under the IDB Revolving Facility Credit Agreement, any
collateral or assets that are subject to liens created under the GECC Loan
Documents, and (C) the 7-Eleven License Agreement and any other collateral, the
granting of a security interest of which would require the consent of 7-Eleven,
Inc.

            (b) Each Grantor hereby irrevocably authorizes the Collateral Agent
at any time and from time to time to file in any relevant jurisdiction any
initial financing statements (including fixture filings) and amendments thereto
that contain the information required by Article 9 of the Uniform Commercial
Code of each applicable jurisdiction for the filing of any financing statement
or amendment, including (a) whether such Grantor is an organization, the type of
organization and any organizational

<PAGE>

                                                                              16

identification number issued to such Grantor and (b) in the case of a financing
statement filed as a fixture filing, a sufficient description of the real
property to which such Article 9 Collateral relates. Each Grantor agrees to
provide such information to the Collateral Agent promptly upon request. Each
Grantor also ratifies its authorization for the Collateral Agent to file in any
relevant jurisdiction any initial financing statements or amendments thereto if
filed prior to the date hereof.

            In the event the Collateral Agent deems it advisable, the Collateral
Agent is further authorized to file with the United States Patent and Trademark
Office or United States Copyright Office (or any successor office or any similar
office in any other country) all such documents as may be necessary or advisable
for the purpose of perfecting, confirming, continuing, enforcing or protecting
the Security Interest granted by each Grantor, without the signature of any
Grantor, and naming any Grantor or the Grantors as debtors and the Collateral
Agent as secured party.

            (c) The Security Interest is granted as security only and shall not
subject the Collateral Agent or any other Secured Party to, or in any way alter
or modify, any obligation or liability of any Grantor with respect to or arising
out of the Article 9 Collateral.

            SECTION 4.02. Representations and Warranties. The Grantors represent
and warrant to the Collateral Agent and the Secured Parties that:

            (a) Each Grantor has good and valid rights in and title to the
Article 9 Collateral with respect to which it has purported to grant a Security
Interest hereunder and has full power and authority to grant to the Collateral
Agent the Security Interest in such Article 9 Collateral pursuant hereto and to
execute, deliver and perform its obligations in accordance with the terms of
this Agreement, without the consent or approval of any other Person other than
any consent or approval that has been obtained.

            (b) The Perfection Certificate has been duly prepared, completed and
executed and the information set forth therein, including the exact legal name
of such Grantor, is correct and complete as of the Effective Date. Uniform
Commercial Code financing statements (including fixture filings, as applicable)
or other appropriate filings, recordings or registrations containing a
description of the Article 9 Collateral have been prepared by the Collateral
Agent based upon the information provided to the Administrative Agent in the
Perfection Certificate for filing in each governmental, municipal or other
office specified in Schedule 2 to the Perfection Certificate (or specified by
notice from the Borrower to the Collateral Agent after the Effective Date in the
case of filings, recordings or registrations required by Section 5.10 of the
Credit Agreement), which are all the filings, recordings and registrations
(other than filings required to be made in the United States Patent and
Trademark Office and the United States Copyright Office in order to perfect the
Security Interest in Article 9 Collateral consisting of United States Patents,
Trademarks and Copyrights) that are necessary as of the Effective Date to
publish notice of and protect the validity of and to establish a legal, valid
and perfected security interest in favor of the Collateral Agent (for the
ratable benefit of the Secured Parties) in respect of all Article 9 Collateral
in which the Security

<PAGE>

                                                                              17

Interest may be perfected by filing, recording or registration in the United
States (or any political subdivision thereof) and its territories and
possessions, and no further or subsequent filing, refiling, recording,
rerecording, registration or reregistration is necessary in any such
jurisdiction, except as provided under applicable law with respect to the filing
of continuation statements.

            (c) The Security Interest constitutes (i) a legal and valid security
interest in all the Article 9 Collateral securing the payment and performance of
the Obligations and (ii) subject to the filings described in Section 4.02(b), a
perfected security interest in all Article 9 Collateral in which a security
interest may be perfected by filing, recording or registering a financing
statement or analogous document in the United States (or any political
subdivision thereof) and its territories and possessions pursuant to the NY UCC
or other applicable law in such jurisdictions. Except as otherwise provided
herein and in the Lien Subordination and Intercreditor Agreement, the Security
Interest is and shall be prior to any other Lien on any of the Article 9
Collateral, other than Liens permitted under the Credit Agreement.

            (d) The Article 9 Collateral is owned by the Grantors free and clear
of any Lien, except for Liens expressly permitted pursuant to Section 6.02 of
the Credit Agreement. None of the Grantors has filed or consented to the filing
of (i) any financing statement or analogous document under the Uniform
Commercial Code as in effect in any state or any other applicable laws covering
any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any
Collateral or any security agreement or similar instrument covering any Article
9 Collateral with the United States Patent and Trademark Office or the United
States Copyright Office or (iii) any assignment in which any Grantor assigns any
Article 9 Collateral or any security agreement or similar instrument covering
any Article 9 Collateral with any foreign governmental, municipal or other
office, which financing statement or analogous document, assignment, security
agreement or similar instrument is still in effect, except, in each case, for
Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement. None
of the Grantors hold any commercial tort claim except as indicated on the
Perfection Certificate.

            SECTION 4.03. Covenants. (a) Each Grantor agrees promptly to notify
the Collateral Agent in writing of any change (i) in its corporate name, (ii) in
its identity or corporate structure, (iii) in its Federal Taxpayer
Identification Number or organizational identification number or (iv) in its
jurisdiction of organization. Each Grantor agrees to promptly provide the
Collateral Agent with certified organizational documents reflecting any of the
changes described in the first sentence of this paragraph. Each Grantor agrees
not to effect or permit any change referred to in the preceding sentence unless
all filings have been made under the Uniform Commercial Code or otherwise that
are required in order for the Collateral Agent to continue at all times
following such change to have a valid, legal and perfected security interest in
all the Article 9 Collateral. Each Grantor agrees promptly to notify the
Collateral Agent if any material portion of the Article 9 Collateral owned or
held by such Grantor is damaged or destroyed.

            (b) Each Grantor agrees to maintain, at its own cost and expense,
such complete and accurate records with respect to the Article 9 Collateral
owned by it as is

<PAGE>

                                                                              18

consistent with its current practices and in accordance with such prudent and
standard practices used in industries that are the same as or similar to those
in which such Grantor is engaged, but in any event to include complete
accounting records indicating all payments and proceeds received with respect to
any part of the Article 9 Collateral, and, at such time or times as the
Collateral Agent may reasonably request, promptly to prepare and deliver to the
Collateral Agent a duly certified schedule or schedules in form and detail
satisfactory to the Collateral Agent showing the identity, amount and location
of any and all Article 9 Collateral.

            (c) Each year, at the time of delivery of annual financial
statements with respect to the preceding fiscal year pursuant to Section 5.04(a)
of the Credit Agreement, the Borrower shall deliver to the Collateral Agent a
certificate executed by a Responsible Officer and the chief legal officer of the
Borrower certifying that as of the date thereof all Uniform Commercial Code
financing statements (including fixture filings, as applicable) or other
appropriate filings, recordings or registrations, including all refilings,
rerecordings and reregistrations, containing a description of the Collateral
have been filed of record in each governmental, municipal or other appropriate
office in each jurisdiction identified pursuant to Section 5.10(c) of the Credit
Agreement to the extent necessary to protect and perfect the Security Interest
for a period of not less than 18 months after the date of such certificate
(except as noted therein with respect to any continuation statements to be filed
within such period). Each certificate delivered pursuant to this Section 4.03(c)
shall identify in the format of Schedule III all Intellectual Property of any
Grantor in existence on the date thereof and not then listed on such Schedules
or previously so identified to the Collateral Agent.

            (d) Each Grantor shall, at its own expense, take any and all actions
necessary to defend title to the Article 9 Collateral against all persons and to
defend the Security Interest of the Collateral Agent in the Article 9 Collateral
and the priority thereof against any Lien not expressly permitted pursuant to
Section 6.02 of the Credit Agreement.

            (e) Each Grantor agrees, at its own expense, to execute,
acknowledge, deliver and cause to be duly filed all such further instruments and
documents and take all such actions as the Collateral Agent may from time to
time request to better assure, preserve, protect and perfect the Security
Interest and the rights and remedies created hereby, including the payment of
any fees and taxes required in connection with the execution and delivery of
this Agreement, the granting of the Security Interest and the filing of any
financing statements (including fixture filings) or other documents in
connection herewith or therewith. If any amount in excess of U.S.$100,000
payable under or in connection with any of the Article 9 Collateral shall be or
become evidenced by any promissory note or other instrument, such note or
instrument shall be promptly pledged and delivered to the Collateral Agent, duly
endorsed in a manner satisfactory to the Collateral Agent.

            Without limiting the generality of the foregoing, each Grantor
hereby authorizes the Collateral Agent, with prompt notice thereof to the
Grantors, to supplement this Agreement by supplementing Schedule III or adding
additional schedules

<PAGE>

                                                                              19

hereto to specifically identify any asset or item that may constitute
Copyrights, Patents or Trademarks; provided that any Grantor shall have the
right, exercisable within 10 days after it has been notified by the Collateral
Agent of the specific identification of such Collateral, to advise the
Collateral Agent in writing of any inaccuracy of the representations and
warranties made by such Grantor hereunder with respect to such Collateral. Each
Grantor agrees that it will use its best efforts to take such action as shall be
necessary in order that all representations and warranties hereunder shall be
true and correct with respect to such Collateral within 30 days after the date
it has been notified by the Collateral Agent of the specific identification of
such Collateral.

            (f) The Collateral Agent and such Persons as the Collateral Agent
may reasonably designate shall have the right, at the Grantors' own cost and
expense, to inspect the Article 9 Collateral, all records related thereto (and
to make extracts and copies from such records) and the premises upon which any
of the Article 9 Collateral is located, to discuss the Grantors' affairs with
the officers of the Grantors and their independent accountants and to verify
under reasonable procedures, in accordance with Section 5.06 of the Credit
Agreement, the validity, amount, quality, quantity, value, condition and status
of, or any other matter relating to, the Article 9 Collateral, including, in the
case of Accounts or Article 9 Collateral in the possession of any third person,
by contacting Account Debtors or the third person possessing such Article 9
Collateral for the purpose of making such a verification. The Collateral Agent
shall have the absolute right to share any information it gains from such
inspection or verification with any Secured Party (it being understood that any
such information shall be deemed to be "Information" subject to the provisions
of Section 9.16 of the Credit Agreement).

            (g) At its option, the Collateral Agent may discharge past due
taxes, assessments, charges, fees, Liens, security interests or other
encumbrances at any time levied or placed on the Article 9 Collateral that are
not being contested in accordance with Section 5.03 of the Credit Agreement and
are not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay
for the maintenance and preservation of the Article 9 Collateral to the extent
any Grantor fails to do so as required by the Credit Agreement or this
Agreement, and each Grantor jointly and severally agrees to reimburse the
Collateral Agent on demand for any payment made or any expense incurred by the
Collateral Agent pursuant to the foregoing authorization; provided, however,
that nothing in this paragraph shall be interpreted as excusing any Grantor from
the performance of, or imposing any obligation on the Collateral Agent or any
Secured Party to cure or perform, any covenants or other promises of any Grantor
with respect to taxes, assessments, charges, fees, Liens, security interests or
other encumbrances and maintenance as set forth herein or in the other Loan
Documents.

            (h) If at any time any Grantor shall take a security interest in any
property of an Account Debtor or any other Person to secure payment and
performance of an Account, such Grantor shall promptly assign such security
interest to the Collateral Agent. Such assignment need not be filed of public
record unless necessary to continue the perfected status of the security
interest against creditors of and transferees from the Account Debtor or other
person granting the security interest.

<PAGE>

                                                                              20

            (i) Each Grantor shall remain liable to observe and perform all the
conditions and obligations to be observed and performed by it under each
contract, agreement or instrument relating to the Article 9 Collateral, all in
accordance with the terms and conditions thereof, and each Grantor jointly and
severally agrees to indemnify and hold harmless the Collateral Agent and the
Secured Parties from and against any and all liability for such performance.

            (j) None of the Grantors shall make or permit to be made any
assignment, pledge, hypothecation or transfer of the Article 9 Collateral or
shall grant any other Lien in respect of the Article 9 Collateral (except as
expressly permitted by Section 6.02 of the Credit Agreement) and each Grantor
shall remain at all times in possession of the Article 9 Collateral owned by it,
except that (i) Inventory may be sold in the ordinary course of business and
(ii) unless and until the Article 9 Collateral Agent shall notify the Grantors
that an Event of Default shall have occurred and be continuing and that during
the continuance thereof the Grantors shall not sell, convey, lease, assign,
transfer or otherwise dispose of any Article 9 Collateral (which notice may be
given by telephone if promptly confirmed in writing), the Grantors may use and
dispose of the Article 9 Collateral in any lawful manner not inconsistent with
the provisions of this Agreement, the Credit Agreement or any other Loan
Document.

            (k) None of the Grantors will, without the Collateral Agent's prior
written consent, grant any extension of the time of payment of any Accounts
included in the Article 9 Collateral, compromise, compound or settle the same
for less than the full amount thereof, release, wholly or partly, any person
liable for the payment thereof or allow any credit or discount whatsoever
thereon, other than extensions, credits, discounts, compromises or settlements
granted or made in the ordinary course of business and consistent with its
current practices and in accordance with such prudent and standard practice used
in industries that are the same as or similar to those in which such Grantor is
engaged.

            (l) The Grantors, at their own expense, shall maintain or cause to
be maintained insurance covering physical loss or damage to the Inventory and
Equipment in accordance with the requirements set forth in Section 5.02 of the
Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints the
Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact)
for the purpose, during the continuance of an Event of Default, of making,
settling and adjusting claims in respect of Article 9 Collateral under policies
of insurance, endorsing the name of such Grantor on any check, draft, instrument
or other item of payment for the proceeds of such policies of insurance and for
making all determinations and decisions with respect thereto. In the event that
any Grantor at any time or times shall fail to obtain or maintain any of the
policies of insurance required hereby or to pay any premium in whole or part
relating thereto, the Collateral Agent may, without waiving or releasing any
obligation or liability of the Grantors hereunder or any Event of Default, in
its sole discretion, obtain and maintain such policies of insurance and pay such
premium and take any other actions with respect thereto as the Collateral Agent
deems advisable. All sums disbursed by the Collateral Agent in connection with
this paragraph, including reasonable attorneys' fees, court

<PAGE>

                                                                              21

costs, expenses and other charges relating thereto, shall be payable, upon
demand, by the Grantors to the Collateral Agent and shall be additional
Obligations secured hereby.

            SECTION 4.04. Other Actions. In order to further insure the
attachment, perfection and priority of, and the ability of the Collateral Agent
to enforce, the Security Interest in the Article 9 Collateral, each Grantor
agrees, in each case at such Grantor's own expense, to take the following
actions with respect to the following Article 9 Collateral:

            (a) Deposit Accounts. For each deposit account that any Grantor at
any time opens or maintains, such Grantor shall cause the depositary bank to
agree to comply at any time with instructions from the Collateral Agent (or,
with respect to deposit accounts containing Proceeds of IDB Revolving Facility
First Lien Collateral, the Lockbox System Administrator) to such depositary bank
directing the disposition of funds from time to time credited to such deposit
account, without further consent of such Grantor, pursuant to an agreement in
form satisfactory to the Collateral Agent. The Collateral Agent agrees with each
Grantor that the Collateral Agent shall not give any such instructions or
withhold any withdrawal rights from any Grantor unless an Event of Default has
occurred and is continuing, or after giving effect to any withdrawal would
occur. The provisions of this paragraph shall not apply to (A) any deposit
account for which any Grantor, the depositary bank and the Collateral Agent have
entered into a cash collateral agreement specially negotiated among such
Grantor, the depositary bank and the Collateral Agent for the specific purpose
set forth therein or (B) deposit accounts for which the Collateral Agent is the
depositary.

            (b) Investment Property. Except to the extent otherwise provided in
Article III, if any Grantor shall at any time hold or acquire any certificated
securities, such Grantor shall forthwith endorse, assign and deliver the same to
the Collateral Agent, accompanied by such instruments of transfer or assignment
duly executed in blank as the Collateral Agent may from time to time specify. If
any securities now or hereafter acquired by any Grantor are uncertificated and
are issued to such Grantor or its nominee directly by the issuer thereof, such
Grantor shall promptly notify the Collateral Agent thereof and, at the
Collateral Agent's request and option, pursuant to an agreement in form and
substance reasonably satisfactory to the Collateral Agent, using commercially
reasonably efforts to either (a) cause the issuer to agree to comply with
instructions from the Collateral Agent as to such securities, without further
consent of any Grantor or such nominee, or (b) arrange for the Collateral Agent
to become the registered owner of the securities. If any securities, whether
certificated or uncertificated, or other Investment Property now or hereafter
acquired by any Grantor are held by such Grantor or its nominee through a
securities intermediary or commodity intermediary, such Grantor shall promptly
notify the Collateral Agent thereof and, at the Collateral Agent's request and
option, pursuant to an agreement in form and substance reasonably satisfactory
to the Collateral Agent, using commercially reasonably efforts to either (i)
cause such securities intermediary or (as the case may be) commodity
intermediary to agree to comply with entitlement orders or other instructions
from the Collateral Agent to such securities intermediary as to such securities
or other investment property, or (as the case may be) to apply any value
distributed on account of any commodity contract as directed by the Collateral
Agent to such commodity intermediary, in each case without further consent of

<PAGE>

                                                                              22

any Grantor or such nominee, or (ii) in the case of Financial Assets or other
Investment Property held through a securities intermediary, arrange for the
Collateral Agent to become the entitlement holder with respect to such
investment property, with the Grantor being permitted, only with the consent of
the Collateral Agent, to exercise rights to withdraw or otherwise deal with such
investment property. The provisions of this paragraph shall not apply to any
Financial Assets credited to a securities account for which the Collateral Agent
is the securities intermediary.

            (c) Electronic Chattel Paper and Transferable Records. If any
Grantor at any time holds or acquires an interest in any electronic chattel
paper or any "transferable record," as that term is defined in Section 201 of
the Federal Electronic Signatures in Global and National Commerce Act, or in
Section 16 of the Uniform Electronic Transactions Act as in effect in any
relevant jurisdiction in an amount greater than U.S.$100,000, such Grantor shall
promptly notify the Collateral Agent thereof and, at the request of the
Collateral Agent, shall take such action as the Collateral Agent may reasonably
request to vest in the Collateral Agent control under New York UCC Section 9-105
of such electronic chattel paper or control under Section 201 of the Federal
Electronic Signatures in Global and National Commerce Act or, as the case may
be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in
such jurisdiction, of such transferable record.

            (d) Letter-of-Credit Rights. If any Grantor is at any time a
beneficiary under a letter of credit now or hereafter issued in favor of such
Grantor, such Grantor shall promptly notify the Collateral Agent thereof and, at
the request and option of the Collateral Agent, such Grantor shall, pursuant to
an agreement in form and substance reasonably satisfactory to the Collateral
Agent, use commercially reasonable efforts to either (i) arrange for the issuer
and any confirmer of such letter of credit to consent to an assignment to the
Collateral Agent of the proceeds of any drawing under the letter of credit or
(ii) arrange for the Collateral Agent to become the transferee beneficiary of
the letter of credit, with the Collateral Agent agreeing, in each case, that the
proceeds of any drawing under the letter of credit are to be paid to the
applicable Pledgor unless an Event of Default has occurred or is continuing.

            (e) Commercial Tort Claims. If any Grantor shall at any time hold or
acquire a commercial tort claim, such Grantor shall promptly notify the
Collateral Agent thereof in a writing signed by such Grantor including a summary
description of such claim and grant to the Collateral Agent in such writing a
security interest therein and in the proceeds thereof, all upon the terms of
this Agreement, with such writing to be in form and substance satisfactory to
the Collateral Agent.

            SECTION 4.05. Covenants regarding Patent, Trademark and Copyright
Collateral. (a) Each Grantor agrees that it will not, and will not permit any of
its licensees to, do any act, or omit do to any act, whereby any Patent that is
material to the conduct of such Grantor's business may become invalidated or
dedicated to the public, and agrees that it shall continue to mark any products
covered by a Patent with the relevant patent number as necessary and sufficient
to establish and preserve its maximum rights under applicable

<PAGE>

                                                                              23

patent laws except where the failure could not reasonably be expected to result
in a material diminution in the value of the Collateral.

            (b) Each Grantor (either itself or through its licensees or its
sublicensees) will, for each Trademark material to the conduct of such Grantor's
business, except where the failure could not reasonably be expected to result in
a material diminution in the value of the Collateral, (i) maintain such
Trademark in full force free from any claim of abandonment or invalidity for
non-use, (ii) maintain the quality of products and services offered under such
Trademark, (iii) display such Trademark with notice of Federal or foreign
registration to the extent necessary and sufficient to establish and preserve
its maximum rights under applicable law and (iv) not knowingly use or knowingly
permit the use of such Trademark in violation of any third party rights.

            (c) Each Grantor (either itself or through its licensees or
sublicensees) will, for each work covered by a material Copyright, continue to
publish, reproduce, display, adopt and distribute the work with appropriate
copyright notice as necessary and sufficient to establish and preserve its
maximum rights under applicable copyright laws in such a manner that could not
reasonably be expected to result in a material diminution in the value of the
Collateral.

            (d) Each Grantor shall notify the Collateral Agent promptly if it
knows or has reason to know that any Patent, Trademark or Copyright material to
the conduct of its business may become abandoned, lost or dedicated to the
public, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in
the United States Patent and Trademark Office, United States Copyright Office or
any court or similar office of any country) regarding such Grantor's ownership
of any Patent, Trademark or Copyright, its right to register the same, or its
right to keep and maintain the same.

            (e) In no event shall any Grantor, either itself or through any
agent, employee, licensee or designee, file an application for any Patent,
Trademark or Copyright (or for the registration of any Trademark or Copyright)
with the United States Patent and Trademark Office, United States Copyright
Office or any office or agency in any political subdivision of the United States
or in any other country or any political subdivision thereof, unless it promptly
informs the Collateral Agent, and, upon request of the Collateral Agent,
executes and delivers any and all agreements, instruments, documents and papers
as the Collateral Agent may request to evidence the Collateral Agent's security
interest in such Patent, Trademark or Copyright, and each Grantor hereby
appoints the Collateral Agent as its attorney-in-fact to execute and file such
writings for the foregoing purposes, all acts of such attorney being hereby
ratified and confirmed; such power, being coupled with an interest, is
irrevocable.

            (f) Each Grantor will take all necessary steps that are consistent
with the practice in any proceeding before the United States Patent and
Trademark Office, United States Copyright Office or any office or agency in any
political subdivision of the United States or in any other country or any
political subdivision thereof, to maintain and pursue each material application
relating to the Patents, Trademarks and/or Copyrights (and to

<PAGE>

                                                                              24

obtain the relevant grant or registration) and to maintain each issued Patent
and each registration of the Trademarks and Copyrights that is material to the
conduct of any Grantor's business, including timely filings of applications for
renewal, affidavits of use, affidavits of incontestability and payment of
maintenance fees, and, if consistent with good business judgment, to initiate
opposition, interference and cancellation proceedings against third parties.

            (g) In the event that any Grantor has reason to believe that any
Article 9 Collateral consisting of a Patent, Trademark or Copyright material to
the conduct of any Grantor's business has been or is about to be infringed,
misappropriated or diluted by a third party except where the failure could not
reasonably be expected to result in a material diminution in the value of the
Collateral, such Grantor promptly shall notify the Collateral Agent and shall,
if consistent with good business judgment, promptly sue for infringement,
misappropriation or dilution and to recover any and all damages for such
infringement, misappropriation or dilution, and take such other actions as are
appropriate under the circumstances to protect such Article 9 Collateral.

            (h) Upon and during the continuance of an Event of Default, each
Grantor shall use its commercially reasonable best efforts to obtain all
requisite consents or approvals by the licensor of each Copyright, Patent or
Trademark licensed to any Grantor to effect the assignment of all such Grantor's
right, title and interest thereunder to the Collateral Agent or its designee.

            SECTION 4.06. Lockbox System. (a) The Grantors have established and
shall at all times thereafter maintain in effect, subject to the control of the
Lockbox System Administrator (acting in accordance with the Lockbox Agreements
and the applicable provisions of the Lien Subordination and Intercreditor
Agreement), a system of lockboxes and related Collection Deposit Accounts (the
"Lockbox System"), into which the Proceeds of all Accounts and Inventory shall
be deposited and forwarded to the Lockbox System Administrator in accordance
with the Lockbox Agreements.

            (b) All Proceeds of Inventory and Accounts that have been received
on any Business Day through the Lockbox System will be transferred at such times
as shall be required by the applicable Lockbox Agreement, (i) prior to the
Lockbox System Transition Date, to the IDB Revolving Facility Concentration
Account and (ii) on and after the Lockbox System Transition Date, to the Term
Loan Facility Concentration Account. All Proceeds received on any Business Day
by the Lockbox System Administrator (or a Sub-Agent, as the case may be)
pursuant to Section 4.07 will also be transferred into the IDB Revolving
Facility Concentration Account or the Term Loan Facility Concentration Account,
as the case may be, on such Business Day.

            (c) Subject to the provisions contained herein, the Term Loan
Facility Concentration Account shall be under the sole dominion and control of
the Collateral Agent and the IDB Revolving Facility Concentration Account shall
be under the sole dominion and control of the IDB Revolving Facility Collateral
Agent. Each Grantor acknowledges and agrees that (i) such Grantor has no right
of withdrawal from any Concentration Account, (ii) the funds on deposit in each
Concentration Account shall

<PAGE>

                                                                              25

continue to be collateral security for the Obligations and (iii) upon the
occurrence and during the continuance of an Event of Default, at the Collateral
Agent's election, the funds on deposit in the Term Loan Facility Concentration
Account (and, after the Lockbox System Transition Date, the funds on deposit in
the IDB Revolving Facility Concentration Account) shall be applied as provided
in Section 5.02. So long as no Event of Default has occurred and is continuing,
the Term Loan Facility Collateral Agent shall promptly remit any funds on
deposit in the Term Loan Facility Concentration Account to the Borrower.

            (d) Effective upon notice to the Grantors from the Lockbox System
Administrator, after the occurrence and during the continuance of an Event of
Default (which notice may be given by telephone if promptly confirmed in
writing), each Collection Deposit Account and each Concentration Account will,
without any further action on the part of any Grantor, the Collateral Agent, the
IDB Revolving Facility Collateral Agent or any Sub-Agent, convert into a closed
account under the exclusive dominion and control of the Collateral Agent or the
IDB Revolving Facility Collateral Agent, as the case may be, in which funds are
held subject to the rights of the Secured Parties and the IDB Revolving Facility
Secured Parties. Each Grantor irrevocably authorizes the Collateral Agent and
the IDB Revolving Facility Collateral Agent to notify each Sub-Agent (i) of the
occurrence of and during the continuance of an Event of Default and (ii) of the
matters referred to in this paragraph (d). Following the occurrence of and
during the continuance of an Event of Default, the Lockbox System Administrator
may instruct each Sub-Agent to transfer immediately all funds held in each
Collection Deposit Account to the applicable Concentration Account.

            SECTION 4.07. Collections. (a) Each Grantor agrees (i) to notify and
direct promptly each Account Debtor and every other person obligated to make
payments on Accounts or in respect of any Inventory to make all such payments
directly to one or more Collection Deposit Accounts that are part of the Lockbox
System established in accordance with Section 4.06, (ii) to use all reasonable
efforts to cause each Account Debtor and every other person identified in clause
(i) above to make all payments with respect to Accounts and Inventory directly
to one or more such Collection Deposit Accounts and (iii) promptly to deposit
all payments received by it on account of Accounts and Inventory, whether in the
form of cash, checks, notes, drafts, bills of exchange, money orders or
otherwise, in one or more such Collection Deposit Accounts in precisely the form
in which received (but with any endorsements of such Grantor necessary for
deposit or collection), and until they are so deposited such payments shall be
held in trust by such Grantor for and as the property of the Lockbox System
Administrator.

            (b) Without the prior written consent of the Lockbox System
Administrator, no Grantor shall, in a manner adverse to the Lenders, change the
general instructions given to Account Debtors in respect of payment on Accounts
to be deposited in the Lockbox System. Until the Lockbox System Administrator
shall have advised the Grantors to the contrary, each Grantor shall, and the
Collateral Agent, to the extent acting in its capacity as the Lockbox System
Administrator, hereby authorizes each Grantor to, enforce and collect all
amounts owing on the Inventory and Accounts, for the benefit and on behalf of
the Lockbox System Administrator, the IDB Revolving Facility Secured

<PAGE>

                                                                              26

Parties and the Secured Parties; provided, however, that such privilege may at
the option of the Lockbox System Administrator be terminated upon the occurrence
and during the continuance of any Event of Default.

            SECTION 4.08. Consent. Each Grantor that is a party to the Fixed
Asset Lease hereby (i) consents to the granting hereunder and under the other
Security Documents of security interests in all the right, title and interest
thereunder of each other Grantor that is a party to the Fixed Asset Lease and
(ii) covenants to deliver, promptly upon the request of the Collateral Agent, an
estoppel certificate in accordance with the provisions of Section 14.4 of the
Fixed Asset Lease and any other document required thereunder.

                                   ARTICLE V

                                    Remedies

            SECTION 5.01. Remedies upon Default. Upon the occurrence and during
the continuance of an Event of Default, each Grantor agrees to deliver each item
of Collateral (other than, prior to the Lockbox System Transition Date, the IDB
Revolving Facility First Lien Collateral) to the Collateral Agent on demand, and
it is agreed that the Collateral Agent shall have the right to take any of or
all the following actions at the same or different times: (a) with respect to
any Article 9 Collateral consisting of Intellectual Property, if any, to cause
the Security Interest, on demand, to become an assignment, transfer and
conveyance of any of or all such Article 9 Collateral by the applicable Grantors
to the Collateral Agent, or to license or sublicense, whether general, special
or otherwise, and whether on an exclusive or nonexclusive basis, any such
Article 9 Collateral throughout the world on such terms and conditions and in
such manner as the Collateral Agent shall determine (other than in violation of
any then-existing licensing arrangements to the extent that waivers cannot be
obtained), and (b) except as provided above, with or without legal process and
with or without prior notice or demand for performance, to take possession of
the Article 9 Collateral and without liability for trespass to enter any
premises where the Article 9 Collateral may be located for the purpose of taking
possession of or removing the Article 9 Collateral and, generally, to exercise
any and all rights afforded to a secured party under the Uniform Commercial Code
or other applicable law. Without limiting the generality of the foregoing, each
Grantor agrees that the Collateral Agent shall have the right, subject to the
mandatory requirements of applicable law, to sell or otherwise dispose of all or
any part of the Collateral at a public or private sale or at any broker's board
or on any securities exchange, for cash, upon credit or for future delivery as
the Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to persons who will represent and agree that
they are purchasing the Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely, free from
any claim or right on the part of any Grantor, and the Grantors hereby waive (to
the extent permitted by law) all rights of redemption, stay and appraisal

<PAGE>

                                                                              27

which such Grantor now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted.

            The Collateral Agent shall give the applicable Grantors 10 days'
written notice (which each Grantor agrees is reasonable notice within the
meaning of Section 9-611 of the New York UCC or its equivalent in other
jurisdictions) of the Collateral Agent's intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and
place for such sale and, in the case of a sale at a broker's board or on a
securities exchange, shall state the board or exchange at which such sale is to
be made and the day on which the Collateral, or portion thereof, will first be
offered for sale at such board or exchange. Any such public sale shall be held
at such time or times within ordinary business hours and at such place or places
as the Collateral Agent may fix and state in the notice (if any) of such sale.
At any such sale, the Collateral or portion thereof, to be sold may be sold in
one lot as an entirety or in separate parcels, as the Collateral Agent may (in
its sole and absolute discretion) determine. The Collateral Agent shall not be
obligated to make any sale of any Collateral if it shall determine not to do so,
regardless of the fact that notice of sale of such Collateral shall have been
given. The Collateral Agent may, without notice or publication, adjourn any
public or private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for sale, and such sale may, without
further notice, be made at the time and place to which the same was so
adjourned. In case any sale of all or any part of the Collateral is made on
credit or for future delivery, the Collateral so sold may be retained by the
Collateral Agent until the sale price is paid by the purchaser or purchasers
thereof, but the Collateral Agent shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Collateral so sold
and, in case of any such failure, such Collateral may be sold again upon like
notice. At any public (or, to the extent permitted by law, private) sale made
pursuant to this Section, any Secured Party may bid for or purchase, free (to
the extent permitted by law) from any right of redemption, stay, valuation or
appraisal on the part of any Grantor (all said rights being also hereby waived
and released to the extent permitted by law), the Collateral or any part thereof
offered for sale and may make payment on account thereof by using any claim then
due and payable to such Secured Party from any Grantor as a credit against the
purchase price, and such Secured Party may, upon compliance with the terms of
sale, hold, retain and dispose of such property without further accountability
to any Grantor therefor. For purposes hereof, a written agreement to purchase
the Collateral or any portion thereof shall be treated as a sale thereof; the
Collateral Agent shall be free to carry out such sale pursuant to such agreement
and no Grantor shall be entitled to the return of the Collateral or any portion
thereof subject thereto, notwithstanding the fact that after the Collateral
Agent shall have entered into such an agreement all Events of Default shall have
been remedied and the Obligations paid in full. As an alternative to exercising
the power of sale herein conferred upon it, the Collateral Agent may proceed by
a suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or
courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver. Any sale pursuant to the provisions of this Section
5.01 shall be deemed to conform to the commercially reasonable standards as
provided in Section 9-610(b) of the New York UCC or its equivalent in other
jurisdictions.

<PAGE>

                                                                              28

            SECTION 5.02. Application of Proceeds. The Collateral Agent shall
apply all proceeds that it shall receive from any collection or sale of
Collateral, as well as any Collateral consisting of cash, as follows (but
subject to the provisions of the Lien Subordination and Intercreditor
Agreement):

            FIRST, to the payment of all costs and expenses incurred by the
      Collateral Agent in connection with such collection or sale or otherwise
      in connection with this Agreement, any other Loan Document or any of the
      Obligations, including all court costs and the fees and expenses of its
      agents and legal counsel, the repayment of all advances made by the
      Collateral Agent hereunder or under any other Loan Document on behalf of
      any Grantor and any other costs or expenses incurred in connection with
      the exercise of any right or remedy hereunder or under any other Loan
      Document;

            SECOND, to the payment in full of the Obligations (the amounts so
      applied to be distributed among the Secured Parties pro rata in accordance
      with the amounts of the Obligations owed to them on the date of any such
      distribution); and

            THIRD, to the Grantors, their successors or assigns, or as a court
      of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold
and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof.

            SECTION 5.03. Grant of License to Use Intellectual Property. For the
purpose of enabling the Collateral Agent to exercise rights and remedies under
this Article at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the Collateral
Agent an irrevocable, nonexclusive license (exercisable without payment of
royalty or other compensation to the Grantors) to use, license or sublicense any
of the Article 9 Collateral consisting of Intellectual Property now owned or
hereafter acquired by such Grantor, and wherever the same may be located, and
including in such license reasonable access to all media in which any of the
licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof, except with respect to
any license agreement which by its terms prohibits assignment or a grant of
security interest by such Grantor as licensee thereunder and such prohibition is
not void under applicable law. The use of such license by the Collateral Agent
shall be exercised, at the option of the Collateral Agent, upon the occurrence
and during the continuation of an Event of Default; provided that any license,
sublicense or other transaction entered into by the Collateral Agent in
accordance herewith

<PAGE>

                                                                              29

shall be binding upon the Grantors notwithstanding any subsequent cure of an
Event of Default.

            SECTION 5.04. Securities Act, etc. In view of the position of the
Grantors in relation to the Pledged Collateral, or because of other current or
future circumstances, a question may arise under the Securities Act of 1933, as
now or hereafter in effect, or any similar statute hereafter enacted analogous
in purpose or effect (such Act and any such similar statute as from time to time
in effect being called the "Federal Securities Laws") with respect to any
disposition of the Pledged Collateral permitted hereunder. Each Grantor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were
to attempt to dispose of all or any part of the Pledged Collateral, and might
also limit the extent to which or the manner in which any subsequent transferee
of any Pledged Collateral could dispose of the same. Similarly, there may be
other legal restrictions or limitations affecting the Collateral Agent in any
attempt to dispose of all or part of the Pledged Collateral under applicable
Blue Sky or other state securities laws or similar laws analogous in purpose or
effect. Each Grantor recognizes that in light of such restrictions and
limitations the Collateral Agent may, with respect to any sale of the Pledged
Collateral, limit the purchasers to those who will agree, among other things, to
acquire such Pledged Collateral for their own account, for investment, and not
with a view to the distribution or resale thereof. Each Pledgor acknowledges and
agrees that in light of such restrictions and limitations, the Collateral Agent,
in its sole and absolute discretion (a) may proceed to make such a sale whether
or not a registration statement for the purpose of registering such Pledged
Collateral or part thereof shall have been filed under the Federal Securities
Laws and (b) may approach and negotiate with a single potential purchaser to
effect such sale. Each Grantor acknowledges and agrees that any such sale might
result in prices and other terms less favorable to the seller than if such sale
were a public sale without such restrictions. In the event of any such sale, the
Collateral Agent shall incur no responsibility or liability for selling all or
any part of the Pledged Collateral at a price that the Collateral Agent, in its
sole and absolute discretion, may in good faith deem reasonable under the
circumstances, notwithstanding the possibility that a substantially higher price
might have been realized if the sale were deferred until after registration as
aforesaid or if more than a single purchaser were approached. The provisions of
this Section 5.04 will apply notwithstanding the existence of a public or
private market upon which the quotations or sales prices may exceed
substantially the price at which the Collateral Agent sells.

                                   ARTICLE VI

             Indemnity, Subrogation, Contribution and Subordination

            SECTION 6.01. Indemnity and Subrogation. In addition to all such
rights of indemnity and subrogation as the Guarantors may have under applicable
law (but subject to Section 6.03), the Borrower agrees that (a) in the event a
payment shall be made by any Guarantor under this Agreement, the Borrower shall
indemnify such Guarantor for the full amount of such payment and such Guarantor
shall be subrogated to the rights of the person to whom such payment shall have
been made to the extent of such payment and

<PAGE>

                                                                              30

(b) in the event any assets of any Guarantor shall be sold pursuant to any
Security Document to satisfy in whole or in part a claim of any Secured Party,
the Borrower shall indemnify such Guarantor in an amount equal to the greater of
the book value or the fair market value of the assets so sold.

            SECTION 6.02. Contribution and Subrogation. Each Guarantor (a
"Contributing Guarantor") agrees (subject to Section 6.03) that, in the event a
payment shall be made by any other Guarantor hereunder in respect of any
Obligation or assets of any other Guarantor shall be sold pursuant to any
Security Document to satisfy any Obligation owed to any Secured Party and such
other Guarantor (the "Claiming Guarantor") shall not have been fully indemnified
by the Borrower as provided in Section 6.01, the Contributing Guarantor shall
indemnify the Claiming Guarantor in an amount equal to the amount of such
payment or the greater of the book value or the fair market value of such
assets, as the case may be, in each case multiplied by a fraction of which the
numerator shall be the net worth of the Contributing Guarantor on the date
hereof (or, in the case of any Guarantor becoming a party hereto pursuant to
Section 7.16, the date of the Supplement hereto executed and delivered by such
Guarantor) and the denominator shall be the aggregate net worth of all the
Guarantors on the date hereof (or, in the case of any Guarantor becoming a party
hereto pursuant to Section 7.16, the date of the Supplement hereto executed and
delivered by such Guarantor). Any Contributing Guarantor making any payment to a
Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the
rights of such Claiming Guarantor under Section 6.01 to the extent of such
payment.

            SECTION 6.03. Subordination. (a) Notwithstanding any provision of
this Agreement to the contrary, all rights of the Guarantors under Sections 6.01
and 6.02 and all other rights of indemnity, contribution or subrogation under
applicable law or otherwise shall be fully subordinated to the indefeasible
payment in full in cash of the Obligations. No failure on the part of the
Borrower or any Guarantor to make the payments required by Sections 6.01 and
6.02 (or any other payments required under applicable law or otherwise) shall in
any respect limit the obligations and liabilities of any Guarantor with respect
to its obligations hereunder, and each Guarantor shall remain liable for the
full amount of the obligations of such Guarantor hereunder.

            (b) Each of the Borrower and the Subsidiary Parties hereby agrees
that all Indebtedness and other monetary obligations owed by it to the Borrower
or any Subsidiary shall be fully subordinated to the indefeasible payment in
full in cash of the Obligations.

                                  ARTICLE VII

                                 Miscellaneous

            SECTION 7.01. Notices. All communications and notices hereunder
shall (except as otherwise expressly permitted herein) be in writing and given
as provided in Section 9.01 of the Credit Agreement. All communications and
notices hereunder to any

<PAGE>

                                                                              31

Subsidiary Party shall be given to it in care of the Borrower as provided in
Section 9.01 of the Credit Agreement.

            SECTION 7.02. Security Interest Absolute. All rights of the
Collateral Agent hereunder, the Security Interest, the grant of a security
interest in the Collateral and all obligations of each Grantor and Pledgor
hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document, any
agreement with respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Obligations,
or any other amendment or waiver of or any consent to any departure from the
Credit Agreement, any other Loan Document or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other collateral, or
any release or amendment or waiver of or consent under or departure from any
guarantee, securing or guaranteeing all or any of the Obligations, or (d) any
other circumstance that might otherwise constitute a defense available to, or a
discharge of, any Grantor or Pledgor in respect of the Obligations or this
Agreement.

            SECTION 7.03. Survival of Agreement. All covenants, agreements,
representations and warranties made by any Grantor or Pledgor and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Secured Parties hereto and shall survive the execution and delivery of the Loan
Documents and the making of any Loans, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the Collateral
Agent or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended under the Credit
Agreement, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable
under any Loan Document is outstanding and unpaid and so long as the Commitments
have not expired or terminated.

            SECTION 7.04. Binding Effect; Several Agreement. This Agreement
shall become effective as to any Grantor or Pledgor when a counterpart hereof
executed on behalf of such Grantor or Pledgor shall have been delivered to the
Collateral Agent and a counterpart hereof shall have been executed on behalf of
the Collateral Agent, and thereafter shall be binding upon such Grantor or
Pledgor, as applicable, and the Collateral Agent and their respective permitted
successors and assigns, and shall inure to the benefit of such Grantor or
Pledgor, the Collateral Agent and the other Secured Parties and their respective
successors and assigns, except that no Grantor or Pledgor shall have the right
to assign or transfer its rights or obligations hereunder or any interest herein
or in the Collateral (and any such assignment or transfer shall be void) except
as expressly contemplated by this Agreement or the Credit Agreement. This
Agreement shall be construed as a separate agreement with respect to each
Grantor or Pledgor and may be amended, modified, supplemented, waived or
released with respect to any Grantor or Pledgor without the approval of any
other Grantor or Pledgor and without affecting the obligations of any other
Grantor or Pledgor hereunder.

<PAGE>

                                                                              32

            SECTION 7.05. Successors and Assigns. Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the permitted successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of any Grantor or Pledgor or the Collateral Agent
that are contained in this Agreement shall bind and inure to the benefit of
their respective successors and assigns.

            SECTION 7.06. Collateral Agent's Fees and Expenses; Indemnification.
(a) The parties hereto agree that the Collateral Agent shall be entitled to
reimbursement of its expense incurred hereunder as provided in Section 9.05 of
the Credit Agreement.

            (b) Without limitation of its indemnification obligations under the
other Loan Documents, each Grantor and each Pledgor jointly and severally agrees
to indemnify the Collateral Agent and the other Indemnitees (as defined in
Section 9.05 of the Credit Agreement) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of, the execution, delivery or performance of this
Agreement or any claim, litigation, investigation or proceeding relating to any
of the foregoing agreement or instrument contemplated hereby, or to the
Collateral, whether or not any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of such Indemnitee.

            (c) Any such amounts payable as provided hereunder shall be
additional Obligations secured hereby and by the other Security Documents. The
provisions of this Section 7.06 shall remain operative and in full force and
effect regardless of the termination of this Agreement or any other Loan
Document, the consummation of the transactions contemplated hereby, the
repayment of any of the Obligations, the invalidity or unenforceability of any
term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Collateral Agent or any other Secured
Party. All amounts due under this Section 7.06 shall be payable on written
demand therefor.

            SECTION 7.07. Collateral Agent Appointed Attorney-in-Fact. Each
Grantor and each Pledgor hereby appoints the Collateral Agent the
attorney-in-fact of such Grantor or Pledgor for the purpose of carrying out the
provisions of this Agreement and taking any action and executing any instrument
that the Collateral Agent may deem necessary or advisable to accomplish the
purposes hereof, which appointment is irrevocable and coupled with an interest.
Without limiting the generality of the foregoing, the Collateral Agent shall
have the right, upon the occurrence and during the continuance of an Event of
Default, with full power of substitution either in the Collateral Agent's name
or in the name of such Grantor (a) to receive, endorse, assign and/or deliver
any and all notes, acceptances, checks, drafts, money orders or other evidences
of payment relating to the Collateral or any part thereof; (b) to demand,
collect, receive payment of, give receipt for and give discharges and releases
of all or any of the Collateral; (c) to sign the

<PAGE>

                                                                              33

name of any Grantor on any invoice or bill of lading relating to any of the
Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to
commence and prosecute any and all suits, actions or proceedings at law or in
equity in any court of competent jurisdiction to collect or otherwise realize on
all or any of the Collateral or to enforce any rights in respect of any
Collateral; (f) to settle, compromise, compound, adjust or defend any actions,
suits or proceedings relating to all or any of the Collateral; (g) to notify, or
to require any Grantor to notify, Account Debtors to make payment directly to
the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any
agreement with respect to or otherwise deal with all or any of the Collateral,
and to do all other acts and things necessary to carry out the purposes of this
Agreement, as fully and completely as though the Collateral Agent were the
absolute owner of the Collateral for all purposes; provided, that nothing herein
contained shall be construed as requiring or obligating the Collateral Agent to
make any commitment or to make any inquiry as to the nature or sufficiency of
any payment received by the Collateral Agent, or to present or file any claim or
notice, or to take any action with respect to the Collateral or any part thereof
or the moneys due or to become due in respect thereof or any property covered
thereby. The Collateral Agent and the other Secured Parties shall be accountable
only for amounts actually received as a result of the exercise of the powers
granted to them herein, and neither they nor their officers, directors,
employees or agents shall be responsible to any Grantor or Pledgor for any act
or failure to act hereunder, except for their own gross negligence or wilful
misconduct. It is understood and agreed that the appointment of the Collateral
Agent as the agent and attorney-in-fact of the Grantors for the purposes set
forth above is coupled with an interest and is irrevocable.

            SECTION 7.08. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

            SECTION 7.09. Waivers; Amendment. (a) No failure or delay by the
Collateral Agent or any Lender in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Collateral Agent and the Lenders hereunder and under the
other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of any Loan
Document or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Collateral Agent or any Lender may have had
notice or knowledge of such Default at the time. No notice or demand on any Loan
Party in any case shall entitle any Loan Party to any other or further notice or
demand in similar or other circumstances.

            (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered

<PAGE>

                                                                              34

into by the Collateral Agent and the Loan Party or Loan Parties with respect to
which such waiver, amendment or modification is to apply, subject to any consent
required in accordance with Section 9.08 of the Credit Agreement.

            SECTION 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

            SECTION 7.11. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

            SECTION 7.12. Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute single contract, and shall become effective as
provided in Section 7.04. Delivery of an executed signature page to this
Agreement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Agreement.

            SECTION 7.13. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

            SECTION 7.14. Jurisdiction; Consent to Service of Process. (a) Each
of the Loan Parties hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State court
or Federal court of the United States of America, sitting in New York City, and
any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement or any other Loan Document, or for recognition or
enforcement of any judgment, and each of the

<PAGE>

                                                                              35

parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that the Collateral Agent or any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against Alon Energy, the Borrower or its
properties in the courts of any jurisdiction.

            (b) Each of the Loan Parties hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any other
Loan Document in any court referred to in paragraph (a) of this Section. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

            (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 7.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

            SECTION 7.15. Termination or Release. The Guarantees and security
interest created hereunder shall terminate and be released at the time or times
and in the manner set forth in Section 9.17 of the Credit Agreement.

            SECTION 7.16. Additional Subsidiaries. Pursuant to Section 5.10 of
the Credit Agreement, each Subsidiary of a Loan Party that was not in existence
or not a Subsidiary on the date of the Credit Agreement is required to enter in
this Agreement as a Subsidiary Party upon becoming such a Subsidiary. Upon
execution and delivery by the Collateral Agent and a Subsidiary of an instrument
in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Party
hereunder with the same force and effect as if originally named as a Subsidiary
Party herein. The execution and delivery of any such instrument shall not
require the consent of any other Grantor or Pledgor hereunder. The rights and
obligations of each Subsidiary Party hereunder shall remain in full force and
effect notwithstanding the addition of any new Grantor or Pledgor as a party to
this Agreement.

            SECTION 7.17. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, except to the extent prohibited by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other obligations at any time owing by such Lender to or
for the credit or the account of any Subsidiary Party against any of and all the
obligations of such Subsidiary Party now or hereafter existing under this
agreement held by such Lender, irrespective of whether or not such Lender shall
have made any demand under this Agreement and although such

<PAGE>

                                                                              36

obligations may be unmatured. The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

            SECTION 7.18. LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT.
REFERENCE IS MADE TO THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT.
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, THIS AGREEMENT, THE LIENS
CREATED HEREBY AND THE RIGHTS, REMEDIES, DUTIES AND OBLIGATIONS PROVIDED FOR
HEREIN ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE LIEN SUBORDINATION
AND INTERCREDITOR AGREEMENT AND, TO THE EXTENT PROVIDED THEREIN, THE APPLICABLE
SENIOR OBLIGATIONS SECURITY DOCUMENTS (AS DEFINED IN THE INTERCREDITOR
AGREEMENT). IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS
OF THIS AGREEMENT AND THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT, THE
PROVISIONS OF THE LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT SHALL CONTROL.

<PAGE>

                                                                              37

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


                                    ALON ASSETS, INC.
                                    ALON USA OPERATING, INC.
                                    ALON USA REFINING, INC.
                                    ALON USA PIPELINE, INC.
                                    ALON PETROLEUM PIPE LINE
                                    COMPANY
                                    FIN-TEX PIPE LINE COMPANY
                                    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, 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

                                    ALON USA GP, LLC,

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



<PAGE>
                                                                              38


                                    SOUTHWEST CONVENIENCE STORES, LLC
                                    ALON USA INTERESTS, LLC,

                                    By:      /s/ Jeffrey D. Morris
                                             -----------------------------------
                                             Name: Jeffrey D. Morris
                                             Title: Chairman of the Board of
                                             Managers

                                    ALON USA DELAWARE, LLC,

                                    By:      /s/ David Wiessman
                                             -----------------------------------
                                             Name: David Wiessman
                                             Title: President



<PAGE>
                                                                              39


                                    ALON USA GP, LLC,

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

                                    SOUTHWEST CONVENIENCE STORES,
                                    LLC
                                    ALON USA INTERESTS, LLC,

                                    By:      /s/ Jeffrey D. Morris
                                             -----------------------------------
                                             Name: Jeffrey D. Morris
                                             Title: Chairman of the Board of
                                             Managers

                                    ALON USA DELAWARE, LLC

                                    By:      /s/ David Wiessman
                                             -----------------------------------
                                             Name: David Wiessman
                                             Title: President


<PAGE>
                                                                              40


                                    CREDIT SUISSE FIRST BOSTON, acting through
                                    its Cayman Islands Branch, as Collateral
                                    Agent,

                                    By:      /s/ James Moran
                                             -----------------------------------
                                             Name: James Moran
                                             Title: Director

                                    By:      /s/ Denise Alvarez
                                             -----------------------------------
                                             Name: Denise Alvarez
                                             Title: Associate