EX-10.1






THIRD AMENDMENT TO




AMENDED REVOLVING CREDIT AGREEMENT




THIRD AMENDMENT, dated as of June 29, 2007 (this “Amendment”), to the Amended
Revolving Credit Agreement, dated as of June 22, 2006 (as amended by the First Amendment, dated as
of August 4, 2006, as further amended by the Waiver, Consent, Partial Release and Second Amendment,
dated as of February 28, 2007, and as further amended, restated or otherwise modified from time to
time, the “Credit Agreement”), by and among Alon USA Energy, Inc., a Delaware corporation
(the “Parent”), Alon USA, LP, f/k/a SWBU, L.P., a Texas limited partnership (“Alon
LP”; and together with such other subsidiaries of the Parent as may be designated as a borrower
hereunder by Alon LP with the prior written consent of the Agent and the Required Lenders (as
defined in the Credit Agreement), each individually a “Borrower”, and, collectively, the
"Borrowers”), all direct and indirect subsidiaries of the Parent (other than subsidiaries
of Alon USA Interests, LLC, a Texas limited liability company and the Bank of America Financed
Subsidiaries (as defined in the Credit Agreement)(together with the Parent, each individually a
"Guarantor Company”, and, collectively, the “Guarantor Companies”), the financial
institutions from time to time party hereto (each a “Lender” and collectively, the
"Lenders”), Israel Discount Bank of New York, as administrative agent, co-arranger and
collateral agent for the Lenders (in such capacity, the “Agent”), and Bank Leumi USA, as
co-arranger for the Lenders (“Bank Leumi”).



W I T N E S S E T H




WHEREAS, the Borrowers, the Guarantor Companies, the Lenders, the Agent and Bank Leumi are
parties to the Credit Agreement, pursuant to which the Lenders have made revolving loans to the
Borrowers; and



WHEREAS, the Loan Parties, the Lenders, Bank Leumi and the Agent wish to amend the Credit
Agreement and the Loan Documents, in order to terminate (i) the obligation to continue to deliver
audited annual financial statements and quarterly unaudited financial statements, in each case, for
Alon USA and its Consolidated Subsidiaries, and (ii) the requirement that Alon USA and it
Consolidated Subsidiaries maintain a minimum Consolidated Tangible Net Worth in accordance with
Section 7.02(i)(i).



NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:



1. Definitions. Any capitalized term used herein and not defined shall have the
meaning assigned to it in the Credit Agreement.



2. Acknowledgement of Waiver. The Agent and the Lenders acknowledge that, commencing
as of March 31, 2007, they agreed at the request of the Company to waive the requirement for the
delivery of annual and quarterly financial statements of Alon USA and its Consolidated
Subsidiaries.



3. Amendment to Credit Agreement. The Credit Agreement is hereby amended by:




(a) amending and restating Section 7.01(a)(i) in its entirety to read as follows:




"(i) as soon as available and in any event within 60 days after the end of each
of the first three Fiscal Quarters of the Parent in each Fiscal Year,
consolidated balance sheets, consolidated statements of income and consolidated
statements of cash flow of the Parent and its Consolidated Subsidiaries as at
the end of such Fiscal Quarter; and for the period commencing at the end of the
immediately preceding Fiscal Year and ending with the end of such Fiscal
Quarter, setting forth in each case in comparative form the figures for the
corresponding date or period of the immediately preceding Fiscal Year, all in
reasonable detail and (A) certified by the chief financial officer of the Parent
as fairly presenting, in all material respects, the financial position and the
results of operations and changes in financial position, as of the end of such
Fiscal Quarter of the Parent and its Consolidated Subsidiaries, in accordance
with GAAP applied in a manner consistent with that of the most recent audited
financial statements furnished to the Lenders, subject to year end adjustments,
and (B) accompanied by a review report thereon of KPMG, LLP or other independent
certified public accountants of recognized standing selected by the Parent and
satisfactory to the Agent (it being agreed that any “Big Four” accounting firm
shall be deemed acceptable), which report shall state that such accountants
reviewed such consolidated balance sheets, statements of income and statements
of cash flow and that based on such review, such accountants are not aware of
any material modifications that should be made in such financial statements in
order for them to be in conformity with GAAP;”




(b) amending and restating Section 7.01(a)(ii) in its entirety to read as follows:




"(ii) as soon as available, and in any event within 90 days after the end of
each Fiscal Year of the Parent, the audited consolidated balance sheets,
consolidated statements of income and consolidated statements of stockholders’
equity and consolidated statements of cash flow of the Parent and its
Consolidated Subsidiaries as at the end of such Fiscal Year, setting forth in
comparative form the corresponding figures for the immediately preceding Fiscal
Year, all in reasonable detail and prepared in accordance with GAAP, and (in the
case of the consolidated balance sheets and statements of income, stockholders’
equity and cash flow) accompanied by a report and an unqualified opinion,
prepared in accordance with generally accepted auditing standards, of KPMG, LLP
or other independent certified public accountants of recognized standing
selected by the Parent and satisfactory to the Agent (it being agreed that any
“Big Four” accounting firm shall be deemed acceptable);”.




(c) amending and restating Section 7.02(i)(i) in its entirety to read as follows:




"(i) Reserved.”.



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



5. Reservation of Rights. No action or acquiescence by the Agent and the Lenders,
including, without limitation, this Amendment of, or the acceptance of any payments under, the
Credit Agreement, shall constitute a waiver of any Default or Event of Default which may exist as
of the Third Amendment Effective Date. Accordingly, the Agent and the Lenders reserve all of their
rights under the Credit Agreement, the Loan Documents, at law and otherwise regarding any such
Default or Event of Default.



6. Continued Effectiveness of Loan Documents. Each of the Loan Parties hereby (i)
confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects except that on and after
the Third Amendment Effective Date all references in any such Loan Document to “the Credit
Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit
Agreement shall mean the Credit Agreement as amended by this Amendment, and (ii) confirms and
agrees that to the extent that any such Loan Document purports to assign or pledge to the
Collateral Agent, or to grant to the Collateral Agent a security interest in or lien on, any
collateral as security for the Obligations of the Loan Parties from time to time existing in
respect of the Credit Agreement and the Loan Documents, such pledge, assignment and/or grant of the
security interest or lien is hereby ratified and confirmed in all respects.



7. Miscellaneous.



(a) This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement. Delivery of a counterpart hereby by
facsimile transmission shall be equally effective as delivery of a manually executed counterpart
hereof.



(b) Section and paragraph headings herein are included for convenience of reference only and
shall not constitute a part of this Amendment for any other purpose.



(c) This Amendment shall be governed by, and construed in accordance with, the laws of the
State of New York.



(d) The Loan Parties will pay on demand all fees, reasonable out-of-pocket costs and expenses
of the Agent in connection with the preparation, execution and delivery of this Amendment,
including, without limitation, the reasonable fees, out-of-pocket disbursements and other client
charges of Schulte Roth & Zabel LLP.



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above written.




Borrowers:




ALON USA, LP




By: Alon USA GP, LLC, a Delaware limited


liability company, its general partner




By: /s/ David Wiessman

Name: David Wiessman

Title: Chairman of the Board of Managers




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Guarantor Companies:




ALON ASSETS, INC.






ALON USA OPERATING, INC


ALON USA REFINING, INC.


ALON ASPHALT BAKERSFIELD, INC


ALON USA, INC.


ALON USA ENERGY, INC.


ALON USA CAPITAL, INC.




By: /s/ David Wiessman

Name: David Wiessman

Title: Chairman of the Board of Directors





ALON USA GP, LLC



By: /s/ David Wiessman

Name: David Wiessman

Title: Chairman of the Board of Managers




ALON USA INTERESTS, LLC



By: /s/ Jeffrey D. Morris

Name: Jeffrey D. Morris

Title: Chairman of the Board of Managers





ALON USA DELAWARE, LLC






ALON PIPELINE LOGISTICS, LLC



By: /s/ David Wiessman

Name: David Wiessman

Title: President





ALON CRUDE PIPELINE, LLC






ALON PARAMOUNT HOLDINGS, INC.


PARAMOUNT OF WASHINGTON, LLC


PARAMOUNT OF OREGON, LLC




By: /s/ Jeffrey D. Morris

Name: Jeffrey D. Morris

Title: President




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Agent and Lender:




ISRAEL DISCOUNT BANK OF NEW YORK




By: /s/ Amir Barash

Name: Amir Barash

Title: First Vice President





By: /s/ Mali Golan

Name: Mali Golan

Title: Assistant Vice President





Lender and Co-arranger:




BANK LEUMI USA




By: /s/ Hanita Musel

Name: Hanita Musel

Title: Assistant Vice President





By: /s/ Michaela Klein

Name: Michaela Klein

Title: Senior Vice President





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