exv10w37



 





Exhibit 10.37




FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

(Syndication of Commitments)




     This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
dated as of March 30, 2007, and is entered into by and among PARAMOUNT PETROLEUM CORPORATION, a
Delaware corporation (the “Borrower”), each of the other Obligated Parties signatory hereto, the
financial institutions party thereto from time to time as lenders (the “Lenders”), and BANK OF
AMERICA, N.A., as a Lender and as administrative agent for the Lenders (in such capacity, the
“Agent”).



     WHEREAS, the Borrower, the other Obligated Parties, the Agent, and the Lenders, among others,
have entered into that certain Second Amended and Restated Credit Agreement (as amended, restated,
or otherwise modified from time to time, the “Credit Agreement”), dated as of February 28, 2007;



     WHEREAS, the Borrower has requested that Banc of America Securities LLC (“BAS”), as the Sole
Lead Arranger and Book Manager, arrange for the Commitments under the Credit Agreement to be
syndicated to additional financial institutions to be named as “Lenders” under the Credit Agreement
and the other Loan Documents and BAS has successfully arranged for such syndication;



     NOW, THEREFORE, the parties hereto do hereby agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.1 Definitions. Initially capitalized terms used but not otherwise defined in
this Amendment have the meanings given thereto in the Credit Agreement, as amended hereby.



ARTICLE II




AMENDMENTS




     Section 2.1 Amended Cover Page. The cover page to the Credit Agreement is hereby
amended and restated in its entirety to read as set forth in Exhibit “A” attached hereto
and incorporated by reference.



     Section 2.2 Schedule A-1. Schedule A-1 to the Credit Agreement is hereby
amended and restated in its entirety to read as set forth in Schedule A-1 attached hereto
and incorporated by reference.



     Section 2.3 Bank Products. The definition of “Bank Products” set forth in Annex A to
the Credit Agreement is hereby amended and restated to read in its entirety as follows:



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          “‘Bank Products’ means any one or more of the following types of services or facilities
extended to any Obligated Party by the Bank, any Lender, or any affiliate of the Bank or any
Lender: (a) credit cards; (b) ACH Transactions; (c) cash management, including controlled
disbursement services; and (d) Hedge Agreements.”



     Section 2.4 Amendment to Section 1.4. Section 1.4 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:




          “1.4 Bank Products. Without limiting the provisions of Section 7.25,
the Obligated Parties may request and the Agent may, in its sole and absolute discretion,
arrange for the Obligated Parties to obtain Bank Products from the Bank, any Lender, or any
Affiliate of the Bank or any Lender. If Bank Products are provided by the Bank, any Lender,
or any Affiliate of the Bank or any Lender, the Obligated Parties agree to indemnify and
hold the Agent, the Bank, the Lenders, and all such Affiliates harmless from any and all
costs and obligations now or hereafter incurred by the Agent, the Bank, the Lenders, and all
such Affiliates that arise from any indemnity given by the Agent to any such Person related
to such Bank Products; provided, however, that nothing contained herein is intended to limit
the Obligated Parties’ rights with respect to any of the foregoing Persons, if any, that
arise as a result of the execution of documents by and between the Obligated Parties and
such Person and that relate to Bank Products. The agreement contained in this Section shall
survive the termination of this Agreement and the Payment in Full of all other Obligations.
The Obligated Parties acknowledge and agree that the obtaining of Bank Products from the
Bank, any Lender, or any Affiliate of the Bank or any Lender: (a) is in the sole and
absolute discretion of the Bank, such Lender, or the applicable Affiliate of the Bank or
such Lender; and (b) is subject to all rules and regulations of the Bank, such Lender, or
the applicable Affiliate of the Bank or such Lender.”



     Section 2.5 Amendment to Section 3.7. Section 3.7 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:




          “3.7 Apportionment, Application and Reversal of Payments. Principal and
interest payments shall be apportioned ratably among the Lenders (according to the unpaid
principal balance of the Loans to which such payments relate held by each Lender) and
payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except
for fees payable: (i) solely to the Agent as set forth herein; (ii) to the Agent, for its
own benefit, and certain Lenders as set forth in the Fee Letter; (iii) solely to the Letter
of Credit Issuer as set forth in Section 2.6, and (iv) to certain Lenders as set
forth in Section 11.1(b). All payments shall be remitted to the Agent and all such
payments not relating to principal or interest of specific Loans, or not constituting
payment of specific fees, and all proceeds of Accounts or other Collateral received by the
Agent, shall be applied, ratably, subject to the provisions of this Agreement: first, to pay
any fees, indemnities, or expense reimbursements then due to the Agent from the Obligated
Parties; second, to pay any fees or expense reimbursements then due to the Lenders from the
Obligated Parties; third, to pay interest due in respect of all Loans, including Non-Ratable
Loans and Agent Advances; fourth, to pay or prepay principal of



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the Non-Ratable Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than
Non-Ratable Loans and Agent Advances) and unpaid reimbursement obligations in respect of
Letters of Credit; sixth, to pay to the Agent and/or the applicable Letter of Credit
Issuer(s) an aggregate amount equal to all outstanding Letter of Credit Obligations to be
held as cash collateral for such Obligations; seventh, to pay all obligations and
liabilities of whatever kind or nature relating to Bank Products; and eighth, to the payment
of all other Obligations, if any. Notwithstanding anything to the contrary contained in this
Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred
and is continuing, neither the Agent nor any Lender shall apply any payments that it
receives to any LIBOR Revolving Loan, except: (a) on the expiration date of the Interest
Period applicable to any such LIBOR Revolving Loan; or (b) in the event, and only to the
extent, that there are no outstanding Base Rate Revolving Loans and, in any event, the
Obligated Parties shall pay LIBOR breakage losses in accordance with Section 4.4.
Each Obligated Party irrevocably waives the right to direct the application of any payments
or Collateral proceeds, and agrees that the Agent shall have the continuing, exclusive right
to apply and reapply same against the Obligations and to retain proceeds of Collateral or
payments and prepayments in respect of the Obligations to Cash Collateralize Letters of
Credit and Credit Support during the continuation of an Event of Default, all in such manner
as the Agent deems advisable, notwithstanding any entry by the Agent in its records.”



     Section 2.6 Amendment to Section 12.20. Section 12.20 of the Credit Agreement
is hereby amended and restated to read in its entirety as follows:




          “12.20 Co-Agents. None of the Lenders identified on the facing page or
signature pages of this Agreement as a “syndication agent” or “co-documentation agent” shall
have any right, power, obligation, liability, or responsibility or duty under this Agreement
other than those applicable to all Lenders in their capacities as Lenders. Without limiting
the generality of the foregoing, none of the Lenders so identified shall have or be deemed
to have any fiduciary relationship with any other Lender. Each Lender acknowledges that it
has not relied, and will not rely, on any of the Lenders so identified in deciding to enter
into this Agreement or in taking or not taking action hereunder.”



ARTICLE III




ASSIGNMENT AND ACCEPTANCE

OF COMMITMENTS




     Section 3.1 Definitions. As used in this Article III, “Assignor” means Bank of
America, N.A., in its capacity as a Lender, and “Assignee” means each of the other Lenders
signatory hereto other than General Electric Capital Corporation.



     Section 3.2 Assignment and Acceptance.




     (a) Subject to the terms and conditions set forth in this Article III, (i) the
Assignor hereby sells, transfers and assigns to the Assignees, and (ii) the Assignees



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hereby purchase, assume and undertake from the Assignor, without recourse and without
representation or warranty (except as provided in this Article III) 70.00000% (the
“Assigned Share”) of (A) the Commitment of the Assignor and (B) all related rights,
benefits, obligations, liabilities and indemnity rights of the Assignor under and in
connection with the Credit Agreement and the Loan Documents.




          (b) With effect on and after the date of this Amendment, the Assignees shall be parties
to the Credit Agreement and succeed to all of the rights and be obligated to perform all of
the obligations of a Lender under the Credit Agreement, including the requirements
concerning confidentiality and the payment of indemnification, with a Commitment in an
amount equal to amount set forth on Schedule A-1 attached hereto. Each Assignee
agrees that it will perform in accordance with their terms all of the obligations which by
the terms of the Credit Agreement are required to be performed by it as a Lender. It is the
intent of the parties hereto that the Commitment of the Assignor shall, as of the date
hereof, be reduced to the amount set forth on Schedule A-1 attached hereto for the
Assignor and the Assignor shall relinquish its rights and be released from its obligations
under the Credit Agreement to the extent such obligations have been assumed by the
Assignees; provided, however, that the Assignor shall not relinquish its rights under
Sections 3.8, 4.1(b), and 13.11 of the Credit Agreement to the
extent such rights relate to the time prior to the date hereof.




          (c) After giving effect to the assignment and assumption set forth herein, the
Assignees’ Commitments will be as set forth on Schedule A-1 attached hereto.




          (d) After giving effect to the assignment and assumption set forth herein, on the
Effective Date the Assignor’s Commitment will be $75,000,000.



     Section 3.3 Payments. No Revolving Loans are outstanding on the date of this
Amendment. The Agent hereby waives the processing fee required by Section 11.2(b) of the
Credit Agreement.



     Section 3.4 Reallocation of Payments. Any interest, fees and other payments accrued to
the date hereof with respect to the Assigned Share shall be for the account of the Assignor. Any
interest, fees and other payments accrued on and after the Effective Date with respect to the
Assigned Share shall be for the account of the Assignees in accordance with their respective Pro
Rata Shares. The Assignor and each of the Assignees agrees that it will hold in trust for the other
party any interest, fees and other amounts that it may receive to which the other party is entitled
pursuant to the preceding sentence and pay to the other party any such amounts that it may receive
promptly upon receipt.



     Section 3.5 Independent Credit Decision. Each Assignee (a) acknowledges that it has
received a copy of the Credit Agreement and the Schedules and Exhibits thereto, together with
copies of the most recent financial statements of the Obligated Parties, and such other documents
and information as it has deemed appropriate to make its own credit and legal analysis and decision
to enter into this Amendment; and (b) agrees that it will, independently and without reliance upon
the Assignor, the Agent or any other Lender and based on such documents and



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information as it shall deem appropriate at the time, continue to make its own credit and
legal decisions in taking or not taking action under the Credit Agreement.



     Section 3.6 Withholding Tax. Each Assignee (a) represents and warrants to the
Assignor, the Agent and the Borrower that under applicable law and treaties no tax will be required
to be withheld by the Assignor with respect to any payments to be made to the Assignee hereunder,
(b) agrees to furnish (if it is organized under the laws of any jurisdiction other than the United
States or any State thereof) to the Agent and the Borrower prior to the time that the Agent or
Borrower is required to make any payment of principal, interest or fees hereunder, duplicate
executed originals of either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue
Service Form W-8BEN (wherein the Assignee claims entitlement to the benefits of a tax treaty that
provides for a complete exemption from U.S. federal income withholding tax on all payments
hereunder) and agrees to provide new Forms W-8ECI or W-8BEN upon the expiration of any previously
delivered form or comparable statements in accordance with applicable U.S. law and regulations and
amendments thereto, duly executed and completed by the Assignee, and (c) agrees to comply with all
applicable U.S. laws and regulations with regard to such withholding tax exemption.



     Section 3.7 Representations and Warranties.





          (a) The Assignor represents and warrants that (i) it is the legal and beneficial owner
of the interest being assigned by it hereunder and that such interest is free and clear of
any Lien or other adverse claim; (ii) it is duly organized and existing and it has the full
power and authority to take, and has taken, all action necessary to execute and deliver this
Amendment and any other documents required or permitted to be executed or delivered by it in
connection with this Amendment and to fulfill its obligations hereunder; (iii) no notices
to, or consents, authorizations or approvals of, any Person are required (other than any
already given or obtained) for its due execution, delivery and performance of this
Amendment, and apart from any agreements or undertakings or filings required by the Credit
Agreement, no further action by, or notice to, or filing with, any Person is required of it
for such execution, delivery or performance; and (iv) this Amendment has been duly executed
and delivered by it and constitutes the legal, valid and binding obligation of the Assignor,
enforceable against the Assignor in accordance with the terms hereof, subject, as to
enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general
application relating to or affecting creditors’ rights and to general equitable principles.




          (b) The Assignor makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement or any other instrument or document furnished
pursuant thereto. The Assignor makes no representation or warranty in connection with, and
assumes no responsibility with respect to, the solvency, financial condition or statements
of the Obligated Parties, or the performance or observance by the Obligated Parties, of any
of their respective obligations under the Credit Agreement or any other instrument or
document furnished in connection therewith.



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          (c) Each Assignee represents and warrants that (i) it is duly organized and existing
and it has full power and authority to take, and has taken, all action necessary to execute
and deliver this Amendment and any other documents required or permitted to be executed or
delivered by it in connection with this Amendment, and to fulfill its obligations hereunder;
(ii) no notices to, or consents, authorizations or approvals of, any Person are required
(other than any already given or obtained) for its due execution, delivery and performance
of this Amendment; and apart from any agreements or undertakings or filings required by the
Credit Agreement, no further action by, or notice to, or filing with, any Person is required
of it for such execution, delivery or performance; (iii) this Amendment has been duly
executed and delivered by it and constitutes the legal, valid and binding obligation of such
Assignee, enforceable against such Assignee in accordance with the terms hereof, subject, as
to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of
general application relating to or affecting creditors’ rights and to general equitable
principles; and (iv) it is an Eligible Assignee.




          (d) Each Assignee represents and warrants that it has read, and hereby acknowledges its
obligations under, Sections 12.21(a) and (b) of the Credit Agreement.



     Section 3.8 Further Assurances. The Assignor and each Assignee each hereby agree to
execute and deliver such other instruments, and take such other action, as either party may
reasonably request in connection with the transactions contemplated by this Amendment, including
the delivery of any notices or other documents or instruments to the Borrower or the Agent, that
may be required in connection with the assignment and assumption contemplated hereby.



     Section 3.9 Miscellaneous. All payments made hereunder shall be made without any
set-off or counterclaim. Each Assignee shall each pay its own costs and expenses incurred in
connection with the negotiation, preparation, execution and performance of this Amendment.



     Section 3.10 New Notes. The Borrower hereby agrees to execute and deliver to each
Lender a Revolving Loan Note to evidence the Commitments reflected on Schedule A-1 attached
hereto.



ARTICLE IV




MISCELLANEOUS




     Section 4.1 Acknowledgment of the Borrower; Representations and Warranties.




          (a) The Borrower hereby represents and warrants that the execution and delivery of this
Amendment and compliance by the Borrower with all of the provisions of this Amendment: (i)
are within the powers and purposes of the Borrower; (ii) have been duly authorized or
approved by the Borrower; and (iii) when executed and delivered by or on behalf of the
Borrower will constitute valid and binding obligations of the Borrower, enforceable in
accordance with their terms. The Borrower reaffirms its



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obligation to pay all amounts due to the Agent or the Lenders under the Loan Documents
in accordance with the terms thereof, as modified hereby.




          (b) The Borrower hereby represents and warrants to the Agent and the Lenders that (i)
no Default or Event of Default has occurred and is continuing, (ii) the representations and
warranties contained herein and in the Credit Agreement, as amended hereby, are true and
correct in all material respects as of the date hereof as if made on the date hereof, except
for such representations and warranties limited by their terms to a specific date (which
representations and warranties are true and correct in all material respects as of such
date), and (iii) the Borrower is in compliance with all covenants set forth in the Credit
Agreement, as amended hereby.




          (c) The Borrower hereby represents and warrants to the Agent and the Lenders that
neither the consent of the Term Loan Lenders nor of the Term Loan Agent is required under
the terms of either the Second Amended and Restated Intercreditor Agreement or the Term Loan
Documents in order to consummate the transactions and amendments contemplated by this
Amendment. In the alternative, if any such consent by the Term Loan Lenders or the Term Loan
Agent is required, such consent has been obtained and delivered to the Agent, in form and
substance satisfactory to the Agent, on or before the date of this Amendment.



     Section 4.2 Loan Documents Unmodified. Except as otherwise specifically modified by
this Amendment, all terms and provisions of the Credit Agreement and all other Loan Documents, as
modified hereby, shall remain in full force and effect. A breach by the Borrower of the terms of
this Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement,
subject to the terms of Article 9 of the Credit Agreement, which shall apply to this Amendment,
mutatis mutandis. Nothing contained in this Amendment shall in any way impair the validity or
enforceability of the Loan Documents, as modified hereby, or alter, waive, annul, vary, affect, or
impair any provisions, conditions, or covenants contained therein or any rights, powers, or
remedies granted therein, except as otherwise specifically provided in this Amendment. Subject to
the terms of this Amendment, any lien and/or security interest granted to the Agent, for the
benefit of the Lenders, in the Collateral set forth in the Loan Documents shall remain unchanged
and in full force and effect and the Credit Agreement and the other Loan Documents shall continue
to secure the payment and performance of all of the Obligations.



     Section 4.3 Parties, Successors and Assigns. This Amendment shall be binding upon and
shall inure to the benefit of the Borrower, the Agent, the Lenders, and their respective successors
and assigns.



     Section 4.4 Counterparts. This Amendment may be executed in one or more counterparts
and by telecopy, each of which when so executed shall be deemed to be an original, but all of which
when taken together shall constitute one and the same instrument.



     Section 4.5 EFFECT OF WAIVER. NO CONSENT OR WAIVER, EXPRESS OR IMPLIED, BY THE AGENT
TO OR OF ANY BREACH OF OR DEVIATION FROM ANY COVENANT, DUTY, OR CONDITION SET FORTH IN THE CREDIT
AGREEMENT



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SHALL BE DEEMED A CONSENT OR WAIVER TO OR OF ANY OTHER BREACH OF OR DEVIATION FROM THE SAME OR
ANY OTHER COVENANT, DUTY, OR CONDITION. NO FAILURE ON THE PART OF THE AGENT OR ANY LENDER TO
EXERCISE, NO DELAY IN EXERCISING, AND NO COURSE OF DEALING WITH RESPECT TO, ANY RIGHT, POWER, OR
PRIVILEGE UNDER THIS AMENDMENT, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER, OR PRIVILEGE UNDER
THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER, OR PRIVILEGE. THE RIGHTS AND REMEDIES
PROVIDED FOR IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND NOT EXCLUSIVE
OF ANY RIGHTS AND REMEDIES PROVIDED BY LAW.



     Section 4.6 Headings. The headings, captions, and arrangements used in this Amendment
are for convenience only, are not a part of this Amendment, and shall not affect the interpretation
hereof.



     Section 4.7 Expenses of Agent and BAS. Without limiting the terms and conditions of
the Loan Documents, the Borrower agrees to pay on demand: (a) all costs and expenses incurred by
the Agent and BAS in connection with the preparation, negotiation, and execution of this Amendment
and the other Loan Documents executed pursuant hereto and any and all subsequent amendments,
modifications, and supplements hereto or thereto, including without limitation, the costs and fees
of the Agent’s legal counsel; and (b) all costs and expenses reasonably incurred by the Agent in
connection with the enforcement or preservation of any rights under the Credit Agreement, this
Amendment, and/or the other Loan Documents, including without limitation, the costs and fees of the
Agent’s legal counsel and the costs and fees associated with any environmental due diligence
conducted in relation hereto.



     Section 4.8 Choice of Law; Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH OF
THE PARTIES HERETO WAIVES ITS RIGHT TO A TRIAL BY JURY, IF ANY, IN ANY ACTION TO ENFORCE, DEFEND,
INTERPRET, OR OTHERWISE CONCERNING THIS AMENDMENT. Without limiting the applicability of any other
provision of the Credit Agreement, the terms of Section 13.3 of the Credit Agreement shall
apply to this Amendment.



     Section 4.9 Total Agreement. This Amendment, the Credit Agreement, and all other Loan
Documents shall constitute the entire agreement between the parties relating to the subject matter
hereof, and shall rescind all prior agreements and understandings between the parties hereto
relating to the subject matter hereof, and shall not be changed or terminated orally.



[Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the day and
year first written above.



	 	 	 	 	 	 	 
	 	 	“Borrower” and the other “Obligated Parties”:
	 
	 	 	 	 	 	 
	 	 	PARAMOUNT PETROLEUM CORPORATION
	 
	 

	 	By:

Name:

Title:
	 	/s/ Shai Even

Shai Even

Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	PARAMOUNT PETROLEUM CORPORATION 
OF ARIZONA, INC.
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Shai Even

Shai Even

Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	PARAMOUNT OF OREGON, LLC
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Shai Even

Shai Even

Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	PARAMOUNT OF WASHINGTON, LLC
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Shai Even

Shai Even

Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	EDGINGTON OIL COMPANY, LLC
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Shai Even

Shai Even

Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ALON ASPHALT BAKERSFIELD, INC.
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Shai Even

Shai Even

Vice President, Treasurer and Chief Financial Officer	 	 






Signature
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	 	 	“Agent” and “Lenders”:
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,

as Agent and as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Kevin R. Kelly

Kevin R. Kelly

Senior Vice President	 	 






Signature
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	 	 	GENERAL ELECTRIC CAPITAL 
CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Rebecca A. Ford

Rebecca A. Ford

Duly Authorized Signatory	 	 






Signature
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	 	 	WELLS FARGO FOOTHILL, LLC
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Dennis King

Dennis King

Vice President	 	 






Signature
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	 	 	BNP PARIBAS
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Jordan Nenoff

Jordan Nenoff

Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Keith Cox

Keith Cox

Managing Director	 	 






Signature
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	 	 	   THE CIT GROUP/BUSINESS CREDIT, INC.
	 
	 	 	 	 	 	 
	 

	 	   By:

   Name:

   Title:
	 	/s/ Matthew DeFranco

Matthew DeFranco

Assistant Vice President	 	 






Signature
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	 	 	PNC BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Gregory J. Hall

Gregory J. Hall

Vice President	 	 






Signature
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	 	 	WACHOVIA CAPITAL FINANCE 

CORPORATION (WESTERN)
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ D. B. Laughton

D. B. Laughton

Managing Director	 	 






Signature
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	 	 	ALLIED IRISH BANKS, p.l.c
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Martin Chin

Martin Chin

Senior Vice President	 	 






Signature
Pages










 






	 	 	 	 	 	 	 
	 	 	SIEMENS FINANCIAL SERVICES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Mark J. Picillo

Mark J. Picillo

Vice President	 	 






Signature
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     The undersigned acknowledges that its consent is not required, but nevertheless does hereby
consent to the foregoing Amendment. The undersigned hereby reaffirms its obligations under its
Amended and Restated Non-Recourse Guaranty Agreement, Amended and Restated Pledge Agreement, and
all other documents executed by it in favor of the Agent and/or the Lenders (collectively, the
“Agreements”) and acknowledges and agrees that the Agreements remain in full force and effect and
the Agreements are hereby ratified and confirmed.



	 	 	 	 	 	 	 
	 	 	ALON PARAMOUNT HOLDINGS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Shai Even

Shai Even

Vice President, Treasurer and Chief

Financial Officer