<PAGE>

                                                                   EXHIBIT 10.17

                                                                  EXECUTION COPY

                        FIRST AMENDMENT dated as of February 10, 2005 (this
                  "Amendment"), to (i) the Amended and Restated Credit Agreement
                  dated as of January 14, 2004 (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 and Collateral Agent (the
                  "Agent") and (ii) the Guarantee and Collateral Agreement dated
                  as of January 14, 2004 (the "Guarantee and Collateral
                  Agreement"), among the Borrower, the Agent and the
                  Subsidiaries party thereto.

            WHEREAS, the Borrower has requested that the Required Lenders (such
term and each other capitalized term used but not otherwise defined herein
having the meaning assigned to it in the Credit Agreement or the Guarantee and
Collateral Agreement, in each case as amended hereby) agree to amend the Credit
Agreement as set forth herein to permit the Pipeline Transactions and to effect
certain other changes;

            WHEREAS, the undersigned Lenders, constituting the Required Lenders,
are willing, on the terms and subject to the conditions set forth herein, to
approve such amendments to the Credit Agreement;

            WHEREAS, the Collateral Agent has agreed to provide the releases set
forth in Section 8 hereof in consideration for the agreements set forth herein
including, without limitation, the agreement by Newco 2 to pledge all the Newco
2 Notes to the Collateral Agent;

            WHEREAS, the Borrower will be required under Section 2.12 of the
Credit Agreement to prepay, with the Net Cash Proceeds of the Pipeline
Transactions, the Loans of Lenders not declining such prepayment in accordance
with Section 2.12(h);

            WHEREAS, the Borrower will notify the Agent in accordance with
Section 2.12(f) of the Credit Agreement of the Borrower's obligation to effect
such prepayment three Business Days before the receipt of such Net Cash
Proceeds, and any Lender that elects to decline all or a portion of such
prepayment shall be required to notify the Agent in writing not later than the
close of business on the day that is two days before such prepayment in
accordance with Section 2.12(h) of the Credit Agreement; and

            WHEREAS, each Lender party hereto is being requested to indicate its
election to accept or decline all or any portion of such prepayment by checking
the appropriate box on the signature page of such Lender.

            NOW, THEREFORE, in consideration of these premises, the parties
hereto hereby agree as follows:

<PAGE>

                                                                               2

            SECTION 1. Amendments to the Credit Agreement effective as of the
First Amendment Effective Date. Section 1.01 of the Credit Agreement is hereby
amended by inserting the following definitions in their proper alphabetical
order in such Section:

                        "First Amendment Effective Date" has the meaning
            assigned to such term in the First Amendment dated as of February
            10, 2005.

                        "Newco 1" shall mean Alon Pipeline Assets, LLC, a Texas
            limited liability company.

                        "Newco 2" shall mean Alon Pipeline Logistics, LLC, a
            Delaware limited liability company.

            SECTION 2. Amendments to the Credit Agreement effective as of the
Pipeline Transactions Effective Date. (a) Section 1.01 of the Credit Agreement
is hereby amended by inserting the following definitions in their proper
alphabetical order in such Section:

                        "Assumed Liabilities" shall have the meaning given to
            such term in Section 1.3 of the Contribution Agreement.

                        "Contributed Assets" shall have the meaning given to
            such term in Section 1.1 of the Contribution Agreement, but shall
            exclude the "Excluded Assets", as defined in the Contribution
            Agreement.

                        "Contribution Agreement" means the Contribution
            Agreement dated as of January 25, 2005, among Holly, the
            Transferors, Newco 1, Newco 2, Alon USA, LP and the Borrower, as in
            effect on the First Amendment Effective Date.

                        "Cash Consideration" shall mean an amount in cash equal
            to $120,000,000.

                        "Contract Rights" shall mean all rights and interests of
            the Borrower and its Affiliates under the P&T Contracts.

                        "Holly" shall mean Holly Energy Partners, L.P., a
            Delaware limited partnership.

                        "Indemnification Agreement" shall mean the
            Indemnification Agreement to be entered into at the closing of the
            Pipeline Transactions, between Newco 2 and HEP Logistics Holdings,
            L.P., a Delaware limited partnership, in the form provided to the
            Agent on the First Amendment Effective Date.

<PAGE>

                                                                               3

                        "Mortgage and Deed of Trust" shall mean the Mortgage and
            Deed of Trust (with Security Agreement) to be entered into at the
            closing of the Pipeline Transactions, between Alon USA, LP, a Texas
            limited partnership, and Holly, in the form provided to the Agent on
            the First Amendment Effective Date.

                        "Newco 2 Notes" shall mean the promissory notes in an
            aggregate principal amount of $112,000,000 issued by the Borrower or
            one or more Subsidiaries to Newco 2 in exchange for delivery by
            Newco 2 to the Borrower or such Subsidiaries of the Cash
            Consideration.

                        "P&T Agreement" shall mean the Pipeline and Terminals
            Agreement to be entered into at the closing of the Pipeline
            Transactions, between Alon USA, LP, a Texas limited partnership, and
            Holly in the form provided to the Agent on the First Amendment
            Effective Date.

                        "P&T Contracts" shall mean the Contribution Agreement,
            the P&T Agreement, the limited partnership agreement of Holly
            (including the amendment thereto to be entered into in connection
            with the Pipeline Transactions), the Mortgage and Deed of Trust, the
            Indemnification Agreement, the Subordination Agreement and all other
            agreements entered into in connection with the Pipeline
            Transactions.

                        "Pipeline Transactions" shall mean (i) the contribution,
            transfer, assignment or delivery by the Transferors, as a capital
            contribution, of the Contributed Assets to Newco 1, (ii) the
            assignment by the Transferors of the Assumed Liabilities to Newco 1
            and the assumption of such Assumed Liabilities by Newco 1, (iii) the
            transfer to Newco 2 of all of the Equity Interests held by the
            Transferors in Newco 1, (iv) the transfer by Newco 2 to Holly of its
            Equity Interests in Newco 1 in consideration for the PT
            Consideration, (v) the execution and delivery of the P&T Agreement
            and (v) the other transactions provided for in the Contribution
            Agreement and in the P&T Agreement.

                        "Pipeline Transactions Effective Date" has the meaning
            assigned to such term in the First Amendment dated as of February 4,
            2005.

                        "PT Consideration" shall mean (A) the payment by Holly
            to Newco 2 or its designee of the Cash Consideration and (B) the
            delivery by Holly to Newco 2 of certificates representing the Unit
            Consideration, which shall be issued in the name of Newco 2, the
            Borrower or any other Subsidiary.

                        "Subordination Agreement" shall mean the Subordination,
            Non-Disturbance and Attornment Agreement to be entered into at the
            closing of the Pipeline Transactions, among the administrative agent
            party

<PAGE>

                                                                               4

            thereto for the Credit Parties defined therein, the Agent and Alon
            USA, LP, a Texas limited partnership, in the form provided to the
            Agent on the First Amendment Effective Date.

                        "Transferors" shall mean each of T&R Assets, Inc., a
            Texas corporation, Fin-Tex Pipeline Company, a Texas corporation,
            and Alon USA Refining, Inc., a Delaware corporation.

                        "Unit Consideration" shall mean 937,500 Class B
            Subordinated Units representing limited partner interests in Holly.

            (b) The definition of "Asset Sale" in Section 1.01 of the Credit
Agreement is hereby amended by inserting "Holly or" immediately following
"Equity Interests of" in the third line thereof.

            (c) The definition of "Debt Service Support Requirement" in Section
1.01 of the Credit Agreement is hereby replaced in its entirety with the
following:

                  "Debt Service Support Requirement" shall mean the requirement
      (a) that the Borrower (i) provide a guarantee or letter of credit in form
      and substance reasonably satisfactory to the Administrative Agent and
      issued by a banking institution acceptable to the Administrative Agent
      under which the Administrative Agent may obtain amounts required to pay
      principal or interest due but unpaid on the Loans or (ii) establish a
      segregated cash account with the Administrative Agent the amounts in which
      are available for the payment of principal or interest due but unpaid on
      the Loans, and (b) that the undrawn amount of such guarantee or letter of
      credit, or the amount on deposit in such segregated cash account, be on
      each day equal to or greater than $25,000,000".

            (d) The definition of "Net Cash Proceeds" in Section 1.01 of the
Credit Agreement is hereby amended by:

                  (i) replacing " and (iv)" with ", (iv)" in the fifteenth line
      thereof; and

                  (ii) inserting the following paragraph (v) immediately before
      the semi-colon following paragraph (a)(iv) thereof:

            "and (v) the amount of any proceeds of the Pipeline Transactions
            paid by the Borrower as a dividend pursuant to paragraph (iv) of the
            proviso to Section 6.06."

            (e) Section 2.11 of the Credit Agreement is hereby amended by
replacing the table below paragraph (c) thereof in its entirety with the
following table:

<PAGE>

                                                                               5

<TABLE>
<CAPTION>

           12 MONTH PERIOD COMMENCING ON:                     PREPAYMENT PREMIUM:
           ------------------------------                     -------------------
<S>                                                   <C>
        Second Anniversary of Borrowing Date          3% of principal amount to be prepaid

        Third Anniversary of Borrowing Date           1% of principal amount to be prepaid

Fourth Anniversary of Borrowing Date and thereafter          No prepayment premium
</TABLE>

            (f) Section 2.20 of the Credit Agreement is hereby amended by
replacing paragraph (a) thereof in its entirety with the following:

                  " (a) In the event (i) any Lender delivers a certificate
      requesting compensation pursuant to Section 2.13, (ii) any Lender delivers
      a notice described in Section 2.14, (iii) the Borrower is required to pay
      any additional amount to any Lender or any Governmental Authority on
      account of any Lender pursuant to Section 2.19, or (iv) on or before the
      second anniversary of the Borrowing Date, any Lender does not
      unconditionally consent to any amendment, waiver or other modification of
      the Credit Agreement requested by the Borrower that (A) would have the
      effect of increasing the amount of permitted Capital Expenditure under
      Section 6.11 and (B) would not otherwise be consented to by the Required
      Lenders, the Borrower may, at its sole expense and effort (including with
      respect to the processing and recordation fee referred to in Section
      9.04(b)), upon notice to such Lender and the Administrative Agent, (1)
      require such Lender to transfer and assign, without recourse (in
      accordance with and subject to the restrictions contained in Section
      9.04), all of its interests, rights and obligations under this Agreement
      to an assignee that shall assume such assigned obligations (which assignee
      may be another Lender, if a Lender accepts such assignment) or (2) in the
      case of paragraph (iv) only, prepay all the Loans of such Lender; provided
      that (x) such assignment or prepayment shall not conflict with any law,
      rule or regulation or order of any court or other Governmental Authority
      having jurisdiction, (y) the Borrower shall have received the prior
      written consent of the Administrative Agent to any such assignment, which
      consent shall not unreasonably be withheld or delayed, and (z) the
      Borrower or such assignee shall have paid to the affected Lender in
      immediately available funds an amount equal to the sum of the principal of
      and interest accrued to the date of such payment on the outstanding Loans
      of such Lender plus (A) all Fees and other amounts accrued for the account
      of such Lender hereunder (including any amounts under Section 2.13 and
      Section 2.15) and (B) in the case of an assignment or prepayment pursuant
      to paragraph (iv), the sum of interest from the date of such payment to
      the second anniversary of the Borrowing Date on the outstanding Loans of
      such Lender and the prepayment fee that would have been payable on the
      second anniversary of the Borrowing Date pursuant to Section 2.11(c) if
      the Loans of such Lenders subject to such assignment or prepayment had
      been prepaid pursuant to Section 2.11; provided further that if, prior to
      any such transfer and assignment in accordance with paragraph (i), (ii) or
      (iii), the

<PAGE>

                                                                               6

      circumstances or event that resulted in such Lender's claim for
      compensation under Section 2.13 or notice under Section 2.14 or the
      amounts paid pursuant to Section 2.19, as the case may be, cease to cause
      such Lender to suffer increased costs or reductions in amounts received or
      receivable or reduction in return on capital, or cease to have the
      consequences specified in Section 2.14, or cease to result in amounts
      being payable under Section 2.19, as the case may be (including as a
      result of any action taken by such Lender pursuant to paragraph (b)
      below), or if such Lender shall waive its right to claim further
      compensation under Section 2.13 in respect of such circumstances or event
      or shall withdraw its notice under Section 2.14 or shall waive its right
      to further payments under Section 2.19 in respect of such circumstances or
      event, as the case may be, then such Lender shall not thereafter be
      required to make any such transfer and assignment hereunder."

            (g) Section 5.05 of the Credit Agreement is hereby amended by (i)
replacing "; and" with ";" at the end of paragraph (d) thereof, (ii) relettering
paragraph (e) thereof as paragraph (f) and (iii) inserting the following new
paragraph (e) thereof:

                        "(e) any written notice received by the Borrower or any
            Subsidiary from Holly, or provided by the Borrower or any Subsidiary
            to Holly, pursuant to the P&T Agreement or the Contribution
            Agreement that (i) relates to a default or alleged default by any
            party under either such Agreement or (ii) could reasonably be
            expected to result in (A) the termination or suspension of the P&T
            Agreement or (B) a Material Adverse Effect;"

            (h) Section 6.01 of the Credit Agreement is hereby amended by:

            (i) replacing "; and" with ";" at the end of paragraph (l) thereof;

            (ii) relettering paragraph (m) thereof as paragraph (n) and (iii)
inserting the following new paragraph (m) thereof:

                        "(m) Indebtedness of Newco 2 incurred under the
            Indemnification Agreement; provided that such Indebtedness shall
            not, at any time, exceed $111,000,000;" and

            (iii) inserting the following sentence immediately following
paragraph (n) thereof:

                        "Without limiting any of the foregoing or anything else
            in this Agreement, the Borrower will not, and will not cause or
            permit any of the Subsidiaries (i) to provide a Guarantee, letter of
            credit, cash account, security interest or any other form of
            liquidity or credit support for or in respect of the liabilities or
            obligations, whether contingent or otherwise, of Newco 2 under the
            Indemnification Agreement or (ii) other than in the case of Newco 2,
            to be liable, whether contingently or otherwise, or have

<PAGE>

                                                                               7

            any other obligations (A) under the Indemnification Agreement or (B)
            for or in respect of the liabilities or obligations, whether
            contingent or otherwise, of Newco 2 under the Indemnification
            Agreement; provided, however, that the Borrower or one or more
            Subsidiaries may issue the Newco 2 Notes."

            (i) Section 6.04(a) of the Credit Agreement is hereby replaced in
its entirety with the following:

                        "(a) (i) investments by the Borrower and the
            Subsidiaries existing on the date hereof in the Equity Interests of
            the Subsidiaries, (ii) additional investments by the Borrower and
            the Subsidiaries in the Equity Interests of the Non-Retail
            Subsidiaries or (iii) investments by the Borrower or any subsidiary
            in the Unit Consideration pursuant to the Contribution Agreement;
            provided that (x) any such Equity Interests held by a Loan Party
            shall be pledged pursuant to the Guarantee and Collateral Agreement
            and (y) the aggregate amount of investments by Loan Parties in, and
            loans and advances by Loan Parties to, Non-Retail Subsidiaries that
            are not Loan Parties shall not exceed $1,000,000 at any time
            outstanding;"

            (j) Section 6.04(e) of the Credit Agreement is hereby amended by
replacing the first parenthetical in clause (y) of the proviso in its entirety
with the following:

                        "(including any Indebtedness of the Acquired Entity that
            is assumed by the Borrower or any Subsidiary following such
            acquisition and the amount of any forgivable loan owed to any
            Acquired Entity and excluding (i) any Net Cash Proceeds of the
            Pipeline Transactions (other than any such Net Cash Proceeds applied
            to prepay Loans) and (ii) any proceeds from an Asset Sale which are
            reinvested in such acquisition in compliance with the provisions set
            forth in the definition of "Net Cash Proceeds" herein)".

            (k) Section 6.05(b) of the Credit Agreement is hereby replaced in
its entirety with the following:

                        "(b) Engage in any Asset Sale permitted under paragraph
            (a) above unless (i) such Asset Sale is an Asset Swap, (ii) (A) such
            Asset Sale is for consideration at least 75% of which is cash, (B)
            such consideration is at least equal to the fair market value of the
            assets being sold, transferred, leased or disposed of or the Equity
            Interests being issued and (C) the aggregate amount or fair market
            value of all consideration received in Asset Sales pursuant to this
            clause (ii) (excluding the sale by the Borrower or any of its
            Subsidiaries of any of their Equity Interests in Holly) shall not
            exceed $20,000,000 in any fiscal year or $30,000,000 in the
            aggregate during the term of this Agreement or

<PAGE>

                                                                               8

            (iii) such Asset Sale consists of (A) the contribution, transfer,
            assignment or delivery by the Transferors to Newco 1 of the
            Contributed Assets or (B) the transfer by Newco 2 to Holly of its
            Equity Interests in Newco 1 in consideration for the PT
            Consideration, in each case pursuant to and as provided in the
            Contribution Agreement."

            (l) Section 6.06 of the Credit Agreement is hereby amended by
replacing " and (iii)" with ", (iii)" in the fifteenth line thereof and by
inserting the following immediately after clause (b)(iii) of the proviso to
Section 6.06:

            "and (iv) within 30 days following the receipt by Newco 2 or any
            other Subsidiary of the PT Consideration, the Borrower and its
            Subsidiaries may declare and pay dividends ratably to their
            respective equity holders in an aggregate amount not greater than
            $26,500,000."

            (m) Section 6.09 of the Credit Agreement is hereby amended and
replaced in its entirety with the following:

                        "SECTION 6.09. Business of Borrower and Subsidiaries.
            (a) Engage at any time in any business or business activity other
            than the business currently conducted by it and business activities
            reasonably incidental or related thereto.

                        (b) In the case of Newco 2 only, engage in any business
            or activity other than the ownership of the Newco 2 Notes and Equity
            Interests in Holly or Newco 1, the entry into the Indemnification
            Agreement and the Contribution Agreement and activities incidental
            thereto. Newco 2 will not own or acquire any assets (other than the
            Newco 2 Notes and Equity Interests in Holly or Newco 1) or incur any
            liabilities (other than liabilities under the Loan Documents, the
            Contribution Agreement or the Indemnification Agreement and
            liabilities imposed by law, including tax liabilities and other
            liabilities (not including Indebtedness) incidental to its existence
            and permitted business and activities; provided that Newco 2 shall
            be entitled to receive the Cash Consideration in accordance with the
            Contribution Agreement; provided, further, that immediately upon the
            receipt thereof (i) Newco 2 shall distribute, dividend or transfer
            all such Cash Consideration to the Borrower or any Subsidiary
            thereof (other than Newco 2), (ii) the Borrower and each such
            Subsidiary, as applicable, shall issue to Newco 2 the Newco 2 Notes
            and (iii) Newco 2 shall pledge all Newco 2 Notes to the Collateral
            Agent for the ratable benefit of the Secured Parties in accordance
            with the Guarantee and Collateral Agreement."

            (n) Section 6.11 of the Credit Agreement is hereby replaced in its
entirety with the following:

<PAGE>

                                                                               9

                        "SECTION 6.11. Capital Expenditures. Permit the
            aggregate amount of Capital Expenditures (other than expenditures
            designated by the Borrower to be Permitted Acquisitions in
            accordance with Sections 6.04(e) and 6.05(a)) made by the Borrower
            and the Subsidiaries in any period set forth below to exceed the sum
            of the amount set forth below for such period:

<TABLE>
<CAPTION>
Period                                                         Amount
------                                                      -----------
<S>                                                         <C>
 2004                                                       $25,000,000

 2005                                                       $70,000,000

 2006                                                       $25,000,000

 2007                                                       $20,000,000

 2008                                                       $20,000,000
</TABLE>

                        The amount of permitted Capital Expenditures set forth
            above in respect of any fiscal year after the fiscal year ending on
            December 31, 2004, shall be increased by the unused amount of
            permitted Capital Expenditures set forth in the table above for the
            immediately preceding fiscal year (and in determining any such
            unused amount, Capital Expenditures during any fiscal year will be
            applied first against any amounts carried forward from the prior
            year). The amount of permitted Capital Expenditures set forth above
            in respect of the fiscal year ending on December 31, 2004, shall be
            increased, at the option of the Borrower, by an amount not to exceed
            $15,000,000, solely in connection with Capital Expenditures related
            to the refinery turnaround currently planned for 2005 and the
            expansion of the crude unit to 65,000 barrels per day. In the event
            that permitted Capital Expenditures in 2004 are increased as
            provided in the preceding sentence, the amount of permitted Capital
            Expenditures for the fiscal year ending on December 31, 2005 shall
            be correspondingly reduced."

            (o) Paragraph (f) of Article VII of the Credit Agreement is hereby
amended by deleting the word "or" immediately before clause (ii) thereof and
inserting immediately before the semicolon at the end of such paragraph the
following:

                        ", or (iii) the Borrower or any Subsidiary shall default
            in the performance of any obligation under the P&T Agreement, the
            Contribution Agreement or any related agreement (and such default is
            not waived or continues after any applicable cure period therefor)
            and such default could reasonably be expected, in the judgment of
            the Agent or the Required Lenders, to result in the termination of,
            or the loss or suspension of any rights of the Borrower or any
            Subsidiary under, the P&T Agreement or in a Material Adverse
            Effect".

<PAGE>

                                                                              10

            (p) Article VII of the Credit Agreement is hereby amended by (i)
replacing "; or" with ";" at the end of paragraph (m) thereof, (ii) relettering
paragraph (n) thereof as paragraph (o) and (iii) inserting the following new
paragraph (n) thereof:

                  "(n) Holly or HEP Logistics Holdings, L.P. shall assert any
      claim against the Borrower, Newco 2, or any other Subsidiary under or in
      connection with the Indemnification Agreement in an aggregate amount
      exceeding $2,500,000; or"

            SECTION 3. Amendments to the Guarantee and Collateral Agreement
effective as of the Pipeline Transactions Effective Date. (a) Section 3.01 of
the Guarantee and Collateral Agreement is hereby amended by replacing paragraph
(a) thereof with the following:

                        "(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
            (including all Equity Interests owned at any time by such Pledgor in
            Holly Energy Partners, L.P.), and the certificates representing all
            such Equity Interests (the "Pledged Equity Interests")"

            (b) The parenthetical immediately following "contract rights" in the
definition of "General Intangibles" in Section 1.01 of the Guarantee and
Collateral Agreement is hereby amended to read as follows:

            "(including rights under leases, whether entered into as lessor or
            lessee (including the Fixed Asset Lease), Hedging Agreements, the
            P&T Contracts and other Agreements)"

            SECTION 4. Representations and Warranties. Each Loan Party hereby
represents and warrants to the Agent and the Lenders that, as of the date
hereof:

            (a) No Default or Event of Default has occurred and is continuing.

            (b) All representations and warranties of each Loan Party set forth
      in the Loan Documents (as amended hereby) are true and correct in all
      material respects except to the extent that any representation or warranty
      expressly relates to an earlier date (in which case such representation or
      warranty is correct as of such earlier date), except that the
      representations and warranties set forth in Section 3.07(d) of the Credit
      Agreement are hereby qualified by the P&T Contracts and the Pipeline
      Transactions;

            (c) The execution and delivery of this Amendment and the
      effectiveness of the provisions hereof will not violate or result in a
      default under any indenture or other material agreement or instrument
      binding upon the Borrower or any of its Subsidiaries or on their assets,
      or give rise to a right thereunder to require any payment to be made by
      the Borrower or any of its Subsidiaries, and will not result

<PAGE>

                                                                              11

      in the creation or imposition thereunder of any Lien on any asset of the
      Borrower or any of the other Subsidiaries.

            (d) The Borrower has furnished to the Lenders true and complete
      copies of the P&T Contracts as in effect on the date hereof.

            SECTION 5. Agreements of the Borrower. (a) The terms of the Pipeline
Transactions will be consistent in all respects material to the Borrower and the
other Loan Parties and to the Lenders with those set forth in the P&T Contracts
in the forms delivered to the Agent and the Lenders prior to the date hereof.

            (b) The Borrower will, and will cause each Subsidiary Loan Party to,
execute any and all further documents, financing statements, agreements and
instruments, and take all such further actions (including the filing and
recording of financing statements, fixture filings, mortgages, deeds of trust
and other documents), that may be required under any applicable law, or that the
Agent or the Required Lenders may reasonably request, to create and perfect the
Liens created by the Guarantee and Collateral Agreement, as amended hereby, in
the Unit Consideration and the Contract Rights and otherwise to ensure that the
Guarantee and Collateral Requirement shall at all times be satisfied.

            (c) At the time the Net Cash Proceeds of the Pipeline Transactions
are received, the Borrower will prepay the Loans of the Lenders that have not
declined such prepayment in accordance with Section 2.12 of the Credit
Agreement.

            (d) The Borrower agrees that it shall not modify, vary, amend or
waive any provision of any P&T Contract (including any future Subordination
Agreement referred to in the Mortgage and Deed of Trust) without the prior
written consent of the Agent if such modification, variance, amendment or waiver
would materially increase the obligations of the Borrower, Alon USA, LP or any
other Subsidiary or confer additional material rights to Holly or HEP Logistics
Holdings, L.P. in a manner adverse to the Borrower, Alon USA, LP, any other
Subsidiary or the Lenders without the prior written consent of the
Administrative Agent.

            SECTION 6. Conditions Precedent to Effectiveness. (a) This Amendment
shall become effective (except as to Sections 2, 3, 5 and 7 hereof) on the date
on which each of the following conditions is satisfied (the "First Amendment
Effective Date"):

            (i) The Agent shall have received counterparts hereof duly executed
      and delivered by the Borrower, the Agent and the Required Lenders.

            (ii) The Agent shall have received all amounts due hereunder or
      under the Credit Agreement and payable on or prior to the First Amendment
      Effective Date, including reimbursement or payment of all out-of-pocket
      expenses (including fees, charges and disbursements of counsel) required
      to be reimbursed or paid by any Loan Party hereunder or under any Loan
      Document.

<PAGE>

                                                                              12

            (iii) The Agent shall have received a certificate, dated the First
      Amendment Effective Date and signed by the President, a Vice President or
      a Financial Officer of the Borrower, confirming the accuracy of the
      representations and warranties set forth in Section 4.

            (iv) The Agent shall have received a copy of the Supplement to the
      Guarantee and Collateral Agreement in the form set forth in Exhibit I
      thereto, executed by Newco 2.

            (b) Sections 2, 3, 5 and 7 of this Amendment shall become effective
on the date on which each of the following conditions is satisfied (the
"Pipeline Transactions Effective Date"):

            (i) The Agent shall have received all amounts due hereunder or under
      the Credit Agreement and payable on or prior to the Pipeline Transactions
      Effective Date, including reimbursement or payment of all out-of-pocket
      expenses (including fees, charges and disbursements of counsel) required
      to be reimbursed or paid by any Loan Party hereunder or under any Loan
      Document.

            (ii) The Refinancing Facilities Agreement, the Loan Documents (as
      defined therein) and any other documents or agreements evidencing
      Indebtedness of the Borrower or any of its Subsidiaries shall have been
      amended and/or waived in a manner consistent with the amendments effected
      hereby and satisfactory in all respects to the Agent, and the Agent shall
      have received copies of the executed amendments and waivers certified by a
      Responsible Officer of the Borrower as true and correct copies thereof.

            (iii) The Agent shall have received a copy of a First Amendment to
      the Lien Subordination and Intercreditor Agreement in the form of Exhibit
      A hereto, executed by the Collateral Agent and by the collateral agent and
      each lender under the Refinancing Facilities Agreement (or by an
      administrative agent or similar representative of such lenders pursuant to
      an express authorization contained in the Refinancing Facilities Agreement
      or an amendment thereto).

            (iv) The Agent shall have received a copy of a Consent and Agreement
      in the form of Exhibit B hereto, executed by the Agent and by Holly.

            (v) The Agent shall have received a copy of the Subordination
      Agreement in the form of Exhibit C hereto, executed by Alon USA, LP and
      the administrative agent party thereto for the Credit Parties defined
      therein.

            (vi) The Agent shall have received, on behalf of itself and the
      Lenders, a favorable written opinion of Bracewell and Patterson, L.L.P.,
      counsel for the Borrower, dated the Pipeline Transactions Effective Date,
      (A) addressed to the Administrative Agent and the Lenders and (B) covering
      such matters relating to this Amendment, the Loan Documents and the
      Pipeline Transactions as the Agent shall reasonably request, and the
      Borrower hereby requests such counsel to deliver such opinion.

<PAGE>

                                                                              13

            (vii) The Agent shall have received a certificate, dated the
      Pipeline Transactions Effective Date and signed by the President, a Vice
      President or a Financial Officer of the Borrower, confirming the accuracy
      of the representations and warranties set forth in Section 4 and to the
      effect that the Pipeline Transactions and the application of the proceeds
      thereof will comply with the terms of the Credit Agreement as amended
      hereby.

            (viii) The Agent shall have received evidence satisfactory to the
      Agent that (i) all the conditions precedent to the effectiveness of the
      P&T Contracts and to the obligations of the parties thereto shall have
      been satisfied and (ii) all PT Consideration shall have been (or
      substantially contemporaneously with the Pipeline Transactions Effective
      Date shall be) paid in full.

            The Required Lenders hereby authorize the Agent to enter into the
agreements set forth in subparagraphs (b)(iii),(iv) and (v) of this Section 6.

            SECTION 7. Release. At the time the Pipeline Transactions shall have
been consummated and the Agent shall have received a pledge of the Newco 2 Notes
in accordance with the Guarantee and Collateral Agreement, the Agent is hereby
authorized and instructed by the undersigned Lenders to take all such actions as
shall be required under Section 9.17 of the Credit Agreement to release the
Contributed Assets and the Equity Interests in Newco 1 (but not the direct or
indirect Proceeds of any of the foregoing) from the Liens of the Security
Documents.

            SECTION 8. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Lenders, the Collateral Agent or the Administrative Agent under, the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle the Borrower or any other
Loan Party to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document in similar or different
circumstances. This Amendment shall apply and be effective only with respect to
the provisions of the Credit Agreement specifically referred to herein. This
Amendment shall constitute a "Loan Document" for all purposes of the Credit
Agreement and the other Loan Documents.

            SECTION 9. Consent of Grantors. The Borrower and each Guarantor
hereby acknowledges receipt of and consents to the terms of this Amendment and
confirms that the Guarantees, pledges and other security interests provided
pursuant to the Guarantee and Collateral Agreement remain in full force and
effect notwithstanding the execution and delivery of this Amendment.

            SECTION 10. Counterparts. This Amendment may be executed in any

<PAGE>

                                                                              14

number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.

            SECTION 11. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

            SECTION 12. Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.

<PAGE>

                                                                              15

            IN WITNESS WHEREOF, the Borrower, the Guarantors, the Agent and the
undersigned Lenders have caused this Amendment to be duly executed by their duly

authorized officers, all as of the date 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
                                      T & R ASSETS, INC.
                                      ALON USA ASPHALT, INC.
                                      ALON ASPHALT BAKERSFIELD, INC
                                      ALON USA, INC.
                                      ALON USA ENERGY, INC.
                                      ALON USA CAPITAL, INC.,

                                      by /s/ DAVID WIESSMAN
                                        _________________________________
                                        Name: David Wiessman
                                        Title: Chairman

                                      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

                                      ALON USA GP, LLC,

                                      by /s/ DAVID WIESSMAN
                                        _________________________________
                                        Name: David Wiessman
                                        Title: Chairman

<PAGE>

                                                                              16

                                      SOUTHWEST CONVENIENCE STORES, LLC
                                      ALON USA INTERESTS, LLC

                                      by /s/ JEFF D. MORRIS
                                        _________________________________
                                        Name: Jeff D. Morris
                                        Title: Chairman

                                      ALON USA DELAWARE, LLC
                                      ALON PIPELINE LOGISTICS, LLC

                                      by /s/ DAVID WIESSMAN
                                        _________________________________
                                        Name: David Wiessman
                                        Title: Chairman

<PAGE>

                                                                              17

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

                                      by: /s/ JAMES MORAN
                                          --------------------------------------
                                         Name: James Moran
                                         Title: Managing Director

                                      by: /s/ DAVID DODD
                                          --------------------------------------
                                         Name: David Dodd
                                         Title: Vice President

<PAGE>

                                                                              18

                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      A3 FUNDING LP, BY: A3 Fund Management LLC
                                      ------------------------------------------
                                      Its: General Partner

                                      by: /s/ (ILLEGIBLE)
                                         -------------------------
                                         Name: Alexander J. (ILLEGIBLE)
                                         Title: Vice President

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              19


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      ABLECO FINANCE LLC
                                      ------------------------------------------

                                      by: /s/ KEVIN (ILLEGIBLE)
                                         -------------------------
                                         Name:  Kevin (ILLEGIBLE)
                                         Title: Senior Vice President

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              20


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      Aviary Associates LP
                                      ------------------------------------------
                                      By: Aviary Capital Enterprises Inc.,
                                          General Partner

                                      by: /s/ STEVEN (ILLEGIBLE)
                                         -------------------------
                                         Name: Steven (ILLEGIBLE)
                                         Title: Exec. Vice President

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              21


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      BLACK DIAMOND INTERNATIONAL FUNDING, LTD.
                                      ------------------------------------------

                                      by: /s/ ALAN CORKISH
                                         -------------------------
                                         Name: Alan Corkish
                                         Title: Director

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              22


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      Centurion CDO II, Ltd.
                                      ------------------------------------------
                                      By: American Express Asset Management
                                          Group, Inc. as Collateral Manager

                                      by: /s/ VINCENT P. PHAM
                                         -------------------------
                                         Name: Vincent P. Pham
                                         Title: Director - Operations

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              23


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      Centurion CDO VI, Ltd.
                                      ------------------------------------------
                                      By: American Express Asset Management
                                          Group, Inc. as Collateral Manager

                                      by: /s/ VINCENT P. PHAM
                                         -------------------------
                                         Name: Vincent P. Pham
                                         Title: Director - Operations

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              24


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      Citigroup Investments Corporate Loan Fund
                                      Inc.
                                      ------------------------------------------
                                      By: Travelers Asset Management
                                          International Company LLC

                                      by: /s/ ROGER YEE
                                         -------------------------
                                         Name: Roger Yee
                                         Title: Vice President

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              25


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      Columbus Loan Funding Ltd.
                                      ------------------------------------------
                                      By: Travelers Asset Management
                                          International Company LLC

                                      by: /s/ ROGER YEE
                                         -------------------------
                                         Name: Roger Yee
                                         Title: Vice President

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              26


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      Diamond Springs Trading LLC
                                      ------------------------------------------

                                      by: /s/ DIANA M. HIMES
                                         -------------------------
                                         Name: Diana M. Himes
                                         Title: Assistant Vice President

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              27


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      ECL Funding LLC, for itself or as agent
                                      for ECL2 Funding LLC
                                      ------------------------------------------

                                      by: /s/ JANET HAACK
                                         -------------------------
                                         Name: Janet Haack
                                         Title: As Atoney-In-Fact

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              28


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      FIRST TRUST/FOUR CORNERS SENIOR FLOATING
                                      RATE INCOME FUND
                                      ------------------------------------------
                                      By: Four Corners Capital Managment, LC
                                          As Sub-Advisor

                                      by: /s/ DEAN F. VALENTINE
                                         -------------------------
                                         Name: Dean F. Valentine
                                         Title: Vice President

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              29


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      FIRST TRUST/FOUR CORNERS SENIOR FLOATING
                                      RATE INCOME FUND II
                                      ------------------------------------------
                                      By: Four Corners Capital Managment, LLC
                                          As Sub-Advisor

                                      by: /s/ DEAN F. VALENTINE
                                         -------------------------
                                         Name: Dean F. Valentine
                                         Title: Vice President

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              30


                                     Signature Page to First Amendment dated as
                                     of February 10, 2005, to the Alon USA,
                                     Inc. Amended and Restated Credit Agreement
                                     To approve the Amendment:

                                     Name of Lender:

                                     HIGHLAND FLOATING RATE ADVANTAGE FUND
                                     ------------------------------------------
                                     By: Highland Capital Management, L.P.
                                         Its Investment Advisor

                                     by: /s/ TODD A. TRAVERS
                                        ---------------------------------------
                                        Name: Todd A. Travers
                                        Title: Assistant Secretary
                                               Highland Capital Management, L.P.

                                     by:
                                        ---------------------------------------
                                        Name:
                                        Title:

                                     In accordance with Section 2.12(h) of the
                                     Credit Agreement, with respect to the
                                     prepayment referred to in the preamble
                                     hereto:

                                     [X] We elect to DECLINE ALL of such
                                         prepayment.

                                     [ ] We elect to ACCEPT ALL of such
                                         prepayment.

                                     [ ] We elect to DECLINE THE FOLLOWING
                                         PORTION of such prepayment:


<PAGE>
                                                                              31


                                     Signature Page to First Amendment dated as
                                     of February 10, 2005, to the Alon USA,
                                     Inc. Amended and Restated Credit Agreement
                                     To approve the Amendment:

                                     Name of Lender:

                                     HIGHLAND LEGACY LIMITED
                                     ------------------------------------------
                                     By: Highland Capital Management, L.P.
                                         as Collateral Manager

                                     by: /s/ TODD A. TRAVERS
                                        ---------------------------------------
                                        Name: Todd A. Travers
                                        Title: Assistant Secretary
                                               Highland Capital Management, L.P.

                                     by:
                                        ---------------------------------------
                                        Name:
                                        Title:

                                     In accordance with Section 2.12(h) of the
                                     Credit Agreement, with respect to the
                                     prepayment referred to in the preamble
                                     hereto:

                                     [X] We elect to DECLINE ALL of such
                                         prepayment.

                                     [ ] We elect to ACCEPT ALL of such
                                         prepayment.

                                     [ ] We elect to DECLINE THE FOLLOWING
                                         PORTION of such prepayment:


<PAGE>
                                                                              32


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      HIGHLAND FLOATING RATE LIMITED LIABILITY
                                      COMPANY
                                      ------------------------------------------
                                      By: Highland Captial Management, L.P.
                                          Its Investment Advisor

                                      by: /s/ TODD A. TRAVERS
                                         ---------------------------------------
                                         Name: Todd A. Travers
                                         Title: Assistant Secretary

                                      by:
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              33


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      KZH CYPRESSTREE - 1 LLC
                                      ------------------------------------------

                                      by: /s/ HI HUA
                                         -------------------------
                                         Name: Hi Hua
                                         Title: Authorized Agent

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              34


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      KZH STERLING LLC
                                      ------------------------------------------

                                      by: /s/ HI HUA
                                         -------------------------
                                         Name: Hi Hua
                                         Title: Authorized Agent

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              35


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      Oppenheimer Senior Floating Rate Fund
                                      ------------------------------------------

                                      by: /s/ LISA CHAFFEE
                                         -------------------------
                                         Name: Lisa Chaffee
                                         Title: Assistant Vice President

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              36


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      ORIX FUNDING LLC
                                      ------------------------------------------

                                      by: /s/ DIANA M. HIMES
                                         -------------------------
                                         Name: Diana M. Himes
                                         Title: Assistant Vice President

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              37


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      PAMCO CAYMAN, LTD.
                                      ------------------------------------------
                                      By: Highland Capital Management, L.P.
                                          as Collateral Manager

                                      by: /s/ TODD A. TRAVERS
                                         ---------------------------------------
                                         Name: Todd A. Travers
                                        Title: Assistant Secretary
                                               Highland Capital Management, L.P.

                                      by:
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              38


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      SECURITY INCOME FUND-INCOME OPPORTUNITY
                                      SERIES
                                      ------------------------------------------
                                      By: Four Corners Captial Management, LLC
                                          As Sub-Advisor

                                      by: /s/ DEAN F. VALENTINE
                                         -------------------------
                                         Name: Dean F. Valentine
                                         Title: Vice President

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              39


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      Sequils-Centurion V, Ltd.
                                      ------------------------------------------
                                      By: American Express Asset Management
                                          Group, Inc. as Collateral Manager

                                      by: /s/ VINCENT P. PHAM
                                         -------------------------
                                         Name: Vincent P. Pham
                                         Title: Director - Operations

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              40


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      SOL Loan Funding LLC for itself or as
                                      agent for SOL2 Loan Funding LLC
                                      ------------------------------------------

                                      by: /s/ SUZANNE SMITH
                                         -------------------------
                                         Name: Suzanne Smith
                                         Title: As Attorney-In-Fact

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              41


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      TRS IO LLC
                                      ------------------------------------------

                                      by: /s/ EDWARD SCHAFFER
                                         -------------------------
                                         Name: Edward Schaffer
                                         Title: Vice President

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment:


<PAGE>
                                                                              42


                                      Signature Page to First Amendment dated as
                                      of February 10, 2005, to the Alon USA,
                                      Inc. Amended and Restated Credit Agreement
                                      To approve the Amendment:

                                      Name of Lender:

                                      ULT CBNA Loan Funding LLC for itself or as
                                      agent for ULT CFPI Loan Funding LLC
                                      ------------------------------------------

                                      by: /s/ SUZANNE SMITH
                                         -------------------------
                                         Name: Suzanne Smith
                                         Title: As Attorney-In-Fact

                                      by:
                                         -------------------------
                                         Name:
                                         Title:

                                      In accordance with Section 2.12(h) of the
                                      Credit Agreement, with respect to the
                                      prepayment referred to in the preamble
                                      hereto:

                                      [X] We elect to DECLINE ALL of such
                                          prepayment.

                                      [ ] We elect to ACCEPT ALL of such
                                          prepayment.

                                      [ ] We elect to DECLINE THE FOLLOWING
                                          PORTION of such prepayment: