EX-10.1






CREDIT AGREEMENT




Dated as of July 30, 2008




by and among




ALON USA ENERGY, INC.,




as Borrower




THE FINANCIAL INSTITUTIONS




FROM TIME TO TIME PARTY HERETO




and




ISRAEL DISCOUNT BANK OF NEW YORK,




as Administrative Agent and Co-Arranger




and




BANK LEUMI USA,




as Co-Arranger




	 	 	 
	ARTICLE I DEFINITIONS; CERTAIN TERMS

	Section 1.01

Section 1.02

Section 1.03

	 	Definitions

Accounting and Other Terms

Time References






	 	 	 
	ARTICLE II LETTERS OF CREDIT

	Section 2.01

Section 2.02

Section 2.03

Section 2.04

Section 2.05

	 	Letters of Credit

Participations

Issuance of Letters of Credit; Interest; Fees

Reduction of Total Commitment.

Taxes






	 	 	 
	ARTICLE III FEES, PAYMENTS AND OTHER COMPENSATION

	Section 3.01

Section 3.02

Section 3.03

Section 3.04

	 	Payments; Computations and Statements

Sharing of Payments, Etc

Apportionment of Payments

Increased Costs and Reduced Return






	 	 	 
	ARTICLE IV CONDITIONS OF EFFECTIVENESS, LETTER OF CREDIT

	ISSUANCE AND LENDING

Section 4.01

Section 4.02

	 	

Conditions Precedent to Effectiveness

Conditions Precedent to Letters of Credit






	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES

	Section 5.01

	 	Representations and Warranties






	 	 	 
	ARTICLE VI COVENANTS OF COMPANIES

	Section 6.01

Section 6.02

	 	Affirmative Covenants

Negative Covenants






	 	 	 
	ARTICLE VII THE AGENT

	Section 7.01

Section 7.02

Section 7.03

Section 7.04

Section 7.05

Section 7.06

Section 7.07

	 	Authorization and Action

Borrower’s Default

Reliance, Etc

IDB and Bank Leumi

Lender Credit Decision

Indemnification

Successor Agent






	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT

	Section 8.01

	 	Events of Default






	 	 	 
	ARTICLE IX MISCELLANEOUS

	Section 9.01

Section 9.02

Section 9.03

Section 9.04

Section 9.05

Section 9.06

Section 9.07

Section 9.08

Section 9.09

Section 9.10

Section 9.11

Section 9.12

Section 9.13

Section 9.14

Section 9.15

Section 9.16

Section 9.17

Section 9.18

Section 9.19

Section 9.20

Section 9.21

	 	Termination; Annual Review

Notices, Etc

Amendments, Etc

No Waiver; Remedies, Etc

Expenses; Taxes; Attorneys’ Fees

Right of Set Off

Severability

Assignments and Participations

Counterparts

Headings

Governing Law

Waiver of Jury Trial, Etc

Consent by the Agent, Lenders

No Party Deemed Drafter

Reinstatement; Certain Payments

Indemnification

Environmental Indemnification

Binding Effect

Interest

Entire Agreement

Patriot Act






	 	 	 
	SCHEDULE A Agent A

SCHEDULE B

	 	ccount

Lenders and Lenders’ Revolving Credit Commitments
	EXHIBIT A

EXHIBIT B

	 	Form of Assignment and Acceptance

Form of Letter of Credit Application






1



CREDIT AGREEMENT




CREDIT AGREEMENT (this “Agreement”), dated as of July 30, 2008, among ALON USA ENERGY,
INC., a Delaware corporation (the “Borrower”), 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 and co-arranger for the Lenders (in such capacities, the
"Agent”), and BANK LEUMI USA, as co-arranger for the Lenders (“Bank Leumi”).



WHEREAS, the Borrower has asked the Lenders to extend credit to the Borrower, and the Lenders
have agreed to extend such credit, consisting of a revolving letter of credit facility in an
aggregate principal amount not to exceed $60,000,000 at any time outstanding, subject to the terms
and conditions set forth herein;



WHEREAS, the letters of credit under this Agreement shall be used by the Borrower to support
the purchase of crude oil by Alon USA, LP for the Big Spring Refinery, Big Spring, Texas; and



WHEREAS, the Lenders are severally, and not jointly, willing to extend such credit to the
Borrower, subject to the terms and conditions hereinafter set forth.



NOW, THEREFORE, the Borrower, the Agent and the Lenders hereby agree as follows:



ARTICLE I




DEFINITIONS; CERTAIN TERMS




Section 1.01 Definitions. As used in this Agreement, the following terms shall have
the respective meanings indicated below, such meanings to be applicable equally to both the
singular and plural forms of such terms:



"Account” shall have the meaning assigned to it in Article 9 of the Uniform Commercial
Code in effect in the State of New York on the date hereof.



"Accounts Receivable” means any and all rights of a Person to payment for goods sold
or services rendered, including accounts, contract rights and general intangibles arising out of or
related to any Accounts and any and all such rights evidenced by chattel paper, instruments or
documents, whether due or to become due and whether or not earned by performance, and whether now
or hereafter acquired or arising in the future and any proceeds arising therefrom or relating
thereto.



"Action” has the meaning specified therefor in Section 9.13 hereof.



"Actual Liability Supported” means, with respect to any standby Letter of Credit, the
actual amount of the liability supported by such Letter of Credit even if such amount is less than
the actual amount available for drawing under such Letter of Credit, to the extent that the Agent
is satisfied that the actual amount of the liability supported by such Letter of Credit is so
limited.



"Affiliate” means, as to any Person, any other Person that directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under common control with,
such Person. For purposes of this definition, “control” of a Person means the power, directly or
indirectly, either to (i) vote 10% or more of the Capital Stock having ordinary voting power for
the election of directors (or other Persons performing a similar function) of such Person or (ii)
direct or cause the direction of the management and policies of such Person whether by contract or
otherwise. Anything to the contrary notwithstanding, in no event shall the Agent or any Lender be
deemed to be an Affiliate of the Borrower.



"Agent” has the meaning specified therefor in the preamble hereto.



"Agent Account” means the account of the Agent set forth in Schedule A hereto.



"Agreement” has the meaning specified therefor in the first paragraph hereof.



"Alon Assets” means Alon Assets, Inc., a Delaware corporation.



"Alon Interests” means Alon USA Interests, LLC, a Texas limited liability company.



"Alon Israel” means Alon Israel Oil Company Ltd., a limited liability company under
the laws of the State of Israel and the parent company of the Borrower.



"Alon Krotz Springs” means Alon Refining Krotz Springs, Inc., a Delaware corporation
and a direct subsidiary of Alon Louisiana.



"Alon Logistics” means Alon Pipeline Logistics, LLC, a Delaware limited liability
company.



"Alon Louisiana” means Alon Refining Louisiana, Inc., a Delaware corporation and a
direct subsidiary of Alon Louisiana Holdings.



"Alon Louisiana Holdings” means Alon Louisiana Holdings, Inc., a Delaware corporation
and a direct, wholly-owned subsidiary of Alon Assets.



"Alon Louisiana Subsidiaries” means Alon Krotz Springs, Alon Louisiana, Alon Louisiana
Holdings, and each of their respective Subsidiaries (other than any Person that has been at any
time a party to the Existing Revolving Credit Agreement).



"Alon LP” means Alon USA, LP, f/k/a SWBU, L.P., a Texas limited partnership and an
indirect subsidiary of Alon Operating.



"Alon Operating” means Alon USA Operating, Inc., a Delaware corporation and a
Subsidiary of the Borrower.



"Alon Refining” means Alon USA Refining, Inc., a Delaware corporation, or any
successor thereto by merger.



"Alon USA” means Alon USA, Inc., a Delaware corporation and a wholly-owned Subsidiary
of the Borrower.



"Assignment and Acceptance” means an assignment and acceptance entered into by an
assigning Lender and an assignee and accepted by the Agent, in accordance with Section 9.08 hereof
and substantially in the form of Exhibit A hereto.



"Availability” means, at any time, the lesser of (a) difference between (i) the Total
Commitment and (ii) the sum of (A) the aggregate maximum amount available for drawing under all
Letters of Credit outstanding at such time and (B) the aggregate Reimbursement Obligations (but
excluding any interest thereon) and (b) the difference between (i) the Borrowing Base and (ii) the
sum of (A) all “Letter of Credit Obligations” (as defined in the Existing Revolving Credit
Agreement, based on the Actual Liability Supported), (B) all “Revolving Credit Loans” (as defined
in the Existing Revolving Credit Agreement), and (C) all Letter of Credit Obligations under this
Agreement (based on the Actual Liability Supported).



"Bank Leumi” has the meaning specified therefor in the preamble hereto.



"Bank of America Credit Agreement” means the Second Amended and Restated Credit
Agreement, dated as of February 28, 2007, by and among the Bank of America Financed Subsidiaries,
as borrowers, the Borrower, as the guarantor, the financial institutions from time to time party
thereto, as lenders, and Bank of America as the administrative agent, the lead arranger and
bookmaker for the lenders thereto.



"Bank of America Financed Subsidiaries” means all direct or indirect Subsidiaries of
Paramount Petroleum Holdings other than Alon Pipeline Logistics, LLC, a Delaware limited liability
company and its Subsidiaries.



"Big Spring Refinery” means the refinery located near Big Spring, Texas.



"Borrower” has the meaning specified therefor in the preamble hereto.



"Borrowing Base” has the meaning specified therefor in the Existing Revolving Credit
Agreement, provided that “Borrowing Base”, “Net Amount of Eligible Accounts Receivable” and
“Eligible Accounts Receivable” shall be calculated based on the understanding that “Eligible
Accounts Receivable” (and, accordingly, “Borrowing Base” and “Net Amount of Eligible Accounts
Receivable”) shall not include Accounts Receivable of an Account Debtor and its Affiliates (taken
as a whole, but not including any Account Debtor that is a Governmental Authority) to the extent
exceeding the lesser of (i) an amount equal to 15% of the aggregate of all Accounts Receivable at
any date or (ii) $15,000,000, unless the amount in excess of $15,000,000 shall be covered by credit
insurance provided by a nationally recognized insurance company satisfactory to the Agent in its
reasonable discretion and evidence of such insurance shall have been delivered to the Agent
together with evidence of the assignment of the Borrower’s interest therein pursuant to such
documents as the Agent may request in favor of the Agent and such other Persons as the Agent may
designate from time to time.



"Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks in New York City are required or authorized to close.



"Capital Guideline” means any law, rule, regulation, policy, guideline or directive
(whether or not having the force of law and whether or not the failure to comply therewith would be
unlawful) (i) regarding capital adequacy, capital ratios, capital requirements, the calculation of
the capital of a bank or its holding company or similar matters, or (ii) affecting the amount of
capital required to be obtained or maintained by the Lenders, Affiliates of the Lenders or any L/C
Issuer or the manner in which the Lenders, Affiliates of the Lenders or any L/C Issuer allocate
capital to any of their contingent liabilities (including letters of credit), advances,
acceptances, commitments, assets or liabilities.



"Capital Stock” means any and all shares, interests, participations, warrants, options
or other equivalents (however designated) of capital stock of a corporation or any and all
equivalent ownership interests in a Person (other than a corporation).



"Capitalized Lease” means any lease or agreement to lease which is required under GAAP
to be capitalized on the balance sheet of the lessee.



"Capitalized Lease Obligations” means obligations for the payment of rent for any real
or personal property under leases or agreements to lease that, in accordance with GAAP, have been
or should be capitalized on the books of the lessee and, for purposes hereof, the amount of any
such obligation shall be the capitalized amount thereof determined in accordance with GAAP.



"Change of Control” has the meaning specified therefor in the Existing Revolving
Credit Agreement.



"Company” means all direct and indirect subsidiaries of the Borrower (including,
without limitation, Alon Interests), other than the Excluded Subsidiaries.



"Commitment Termination Date” means the Final Maturity Date. Notwithstanding anything
to the contrary herein, if after receipt of the financial statements required to be delivered to
the Lenders pursuant to Section 6.01(a)(ii) in respect of the Fiscal Year ending December 31, 2008
Lenders (in their sole discretion) whose Pro Rata Shares aggregate at least 50% provide written
notice to the Borrower prior to April 15, 2009 of its or their intent to terminate their respective
Revolving Credit Commitments, then “Commitment Termination Date” means the date that is 3 Business
Days following that date upon which the Borrower receives such notice.



"Consolidated Subsidiaries” of a Person at any time shall mean those Subsidiaries of
such Person whose accounts are or should in accordance with GAAP be consolidated with those of such
Person.



"Default” means an event which, with the giving of notice or the lapse of time or
both, would constitute an Event of Default.



"Dollar”, “Dollars” and the symbol “$” means lawful money of the
United States of America.



"Effective Date” means the date on which all the conditions set forth in Section 4.01
hereof are satisfied or waived.



"Eligible Assignee” means (i) any Lender or Affiliate of a Lender and (ii) with the
consent of the Agent and the Borrower, such consents not to be unreasonably withheld or delayed,
any other Person, provided, that the consent of the Borrower shall not be required after
the occurrence and during the continuance of a Default or an Event of Default.



"Employee Plan” means an employee benefit plan (other than a Multiemployer Plan)
covered by Title IV of ERISA and maintained (or was maintained at any time during the six (6)
calendar years preceding the date of any borrowing hereunder) for employees of the Companies or any
of their ERISA Affiliates.



"Environmental Actions” refers to any complaint, summons, citation, notice, directive,
order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or
other written communication from any governmental agency, department, bureau, office or other
authority, or any third party involving violations of Environmental Laws or Releases of Hazardous
Materials (i) from any assets, properties or businesses of the Borrower or any of its Subsidiaries
or any predecessor in interest; or (ii) from or onto any adjoining properties or businesses; or
(iii) from or onto any facilities which received Hazardous Materials generated by the Borrower or
any of its Subsidiaries or any predecessor in interest.



"Environmental Costs” means any monetary obligations, losses, liabilities (including
strict liability), damages, punitive damages, consequential damages, treble damages, costs and
expenses (including all reasonable out-of-pocket fees, disbursements and expenses of counsel,
out-of-pocket expert and consulting fees and out-of-pocket costs for environmental site
assessments, remedial investigation and feasibility studies), fines, penalties, sanctions and
interest incurred as a result of any Environmental Action filed by any Governmental Authority or
any third party which relate to any violations of Environmental Laws, Remedial Actions, Releases or
threatened Releases of Hazardous Materials from or onto any property presently or formerly owned or
operated by any Company or any Subsidiary, or a predecessor in interest to the extent relating to
any Refinery, Terminal or Pipeline or any Hazardous Materials generated and disposed of offsite by
any Company, or any Subsidiary of any Company or a predecessor in interest to the extent relating
to any Refinery, Terminal or Pipeline.



"Environmental Law” means the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. § 9601, et seq.), the Hazardous Materials Transportation
Act (49 U.S.C. § 1801, et seq.), the Resource Conservation and Recovery Act (42
U.S.C. § 6901, et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251
et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic
Substances Control Act (15 U.S.C. § 2601 et seq.) and the Occupational Safety and
Health Act (29 U.S.C. § 651 et seq.), as such laws may be amended or supplemented
from time to time, and any other present or future federal, state, local or foreign statute,
ordinance, rule, regulation, order, judgment, decree, permit, license or other binding
determination of any Governmental Authority imposing liability or establishing standards of conduct
for protection of the environment.



"ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and, unless the context otherwise requires, the rules and regulations promulgated
thereunder from time to time.



"ERISA Affiliate” means, with respect to any Person, any trade or business (whether or
not incorporated) which is a member of a group of which such Person is a member and which would be
deemed to be a “controlled group” within the meaning of Sections 414(b), (c), (m) and (o) of the
Internal Revenue Code.



"Event of Default” means any of the events set forth in Section 8.01 hereof.



"Excluded Subsidiaries” means (a) the Alon Louisiana Subsidiaries and (b) Paramount
Petroleum Holdings and its Subsidiaries.



"Existing Intercreditor Agreement” means the Lien Subordination and Intercreditor
Agreement, dated as June 22, 2006, between the “Agent” and the “Term Loan Agent” (as each term is
defined in the Existing Revolving Credit Agreement) (as the same may be further amended or
otherwise modified from time to time).



"Existing Loan Document” has the meaning specified in the Existing Revolving Credit
Agreement.



"Existing Revolving Credit Agreement” means the Amended Revolving Credit Agreement,
dated as of June 22, 2006, by and among Alon LP and all other borrowers thereunder, as borrowers,
and all direct and indirect subsidiaries of the Borrower other than the Excluded Subsidiaries (as
defined in the Existing Revolving Credit Agreement), as guarantors, the financial institutions from
time to time party thereto, as lenders, Israel Discount Bank of New York, as administrative agent,
co-arranger and collateral agent for the lenders thereto, and Bank Leumi USA, as co-arranger for
the lenders thereto.



"Existing Term Loan Agreement” means the Amended and Restated Credit Agreement, dated
as of June 22, 2006, among the Borrower, as borrower, the lenders party thereto, and Credit Suisse
First Boston, as administrative agent.



"Existing Term Loan Documents” means the “Loan Documents” (as defined in the Existing
Term Loan Agreement).



"Facility Fee” has the meaning specified therefor in Section 2.03(c)(iv).



"Federal Funds Rate” means, for any period, a fluctuating interest rate per annum
equal for each day during such period of the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the quotations for
such day on such transactions received by the Agent from three Federal funds brokers of recognized
standing selected by it.



"Final Maturity Date” means the earlier to occur of (i) the Termination Date or (ii)
the date this Agreement is terminated pursuant to Section 9.01(a) or Section 9.01(b) hereof.



"Financial Statements” means (i) the audited consolidated balance sheets, consolidated
statements of income and consolidated statements of stockholders’ equity and consolidated
statements of cash flow of the Borrower and its Consolidated Subsidiaries as of December 31, 2007,
audited by KPMG, LLP, and (ii) the unaudited consolidated balance sheets, consolidated statements
of income and consolidated statements of cash flow of the Borrower and its Consolidated
Subsidiaries as of the Fiscal Quarter ending March 31, 2008, reviewed by KPMG, LLP.



"Fiscal Month” means a fiscal month of the Borrower and its Consolidated Subsidiaries
ending on the last day of a calendar month.



"Fiscal Quarter” means a fiscal quarter of the Borrower and its Consolidated
Subsidiaries ending on March 31, June 30, September 30 or December 31.



"Fiscal Year” means a fiscal year of the Borrower and its Consolidated Subsidiaries
ending on December 31 of each year.



"Fixed Assets” means any Refinery, any other refinery, any Terminal, any Pipeline and
any other real property, fixture or equipment of any Company wherever located and whether now or
hereafter existing or arising and whether now owned or hereafter acquired.



"GAAP” means generally accepted accounting principles in effect from time to time in
the United States, applied on a consistent basis.



"Governmental Authority” means any nation or government, any state or other political
subdivision thereof and any department, commission, board, bureau, instrumentality, agency, court
or other entity exercising executive, legislative, judicial, regulatory or administrative functions
of or pertaining to government.



"Hazardous Materials” shall include (i) any element, compound, or chemical that is
defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or
hazardous substances, extremely hazardous substance or chemical, hazardous waste, special waste, or
solid waste that contains hazardous constituents under Environmental Laws; (ii) petroleum and its
refined products; (iii) polychlorinated biphenyls; (iv) any substance exhibiting a hazardous waste
characteristic including but not limited to corrosivity, ignitability, toxicity or reactivity as
well as any radioactive or explosive materials; and (v) any asbestos-containing materials and
manufactured products containing Hazardous Materials.



"Hedging Agreement” means any interest rate, foreign currency, commodity or equity
swap, collar, cap, floor, exchange transaction, forward agreement, or other forward or other
exchange or protection agreement or arrangement designed to protect against fluctuations in
interest rates or currency, commodity (including, without limitation, Hydrocarbons or Hydrocarbon
Products, and whether or not the subject commodities are to be delivered) or equity values
(including, without limitation, any option with respect to any of the foregoing and any combination
of the foregoing agreements or arrangements), and any confirmation executed in connection with any
such agreement or arrangement, all as amended or otherwise modified from time to time.



"Hydrocarbon Products” means all liquid, semi-liquid and gaseous Hydrocarbon products
of a Company derived from Hydrocarbons and/or other feedstocks and blendstocks processed at any
Refinery, including, without limitation, crude oil, gasoline, diesel fuel, jet fuel, bitumen,
asphalt, propane, propylene, butane, benzene, aromatic solvents, carbon black oil and sulfur.



"Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline,
condensate, distillate, and any other liquid or gaseous hydrocarbons and all products refined or
separated therefrom.



"IDB” means Israel Discount Bank of New York.



"Indebtedness” means as to any Person, without duplication, (i) indebtedness for
borrowed money; (ii) indebtedness for the deferred purchase price of property or services (other
than current trade payables incurred in the ordinary course of business and payable in accordance
with customary practices); (iii) indebtedness evidenced by bonds, debentures, notes or other
similar instruments (other than performance, surety and appeal or other similar bonds arising in
the ordinary course of business); (iv) obligations and liabilities secured by a Lien upon property
owned by such Person, whether or not owing by such Person and even though such Person has not
assumed or become liable for the payment thereof; (v) obligations and liabilities directly or
indirectly guaranteed by such Person; (vi) obligations or liabilities created or arising under any
conditional sales contract or other title retention agreement with respect to property used and/or
acquired by such Person, whether or not the rights and remedies of the lessor, seller and/or lender
thereunder are limited to repossession of such property; (vii) Capitalized Lease Obligations;
(viii) all liabilities in respect of letters of credit, acceptances and similar obligations created
for the account of such Person; (ix) net liabilities of such Person under (A) Hedging Agreements
and (B) foreign currency exchange agreements, each calculated on a basis reasonably satisfactory to
the Agent and in accordance with accepted practice; and (x) all other items which, in accordance
with GAAP, would be included as liabilities on the liability side of the balance sheet of such
Person.



"Indemnitees” has the meaning specified therefor in Section 9.16 hereof.



"Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time
to time.



"Inventory” means all Hydrocarbons, Hydrocarbon Products, other goods and other
merchandise of a Person including, but not limited to, all raw materials, work in process, finished
goods, materials and supplies of every nature used or usable in connection with the manufacture,
shipping, storing, advertising or sale of such goods and merchandise, whether now owned or
hereafter acquired and all such property the sale or other disposition of which may give rise to
Accounts Receivable.



"L/C Issuer” means each of IDB and Bank Leumi, each in their respective capacities as
an issuer of Letters of Credit pursuant to Sections 2.01 and 2.03(a).



"Lender” and “Lenders” have the meanings specified therefor in the preamble
hereto.



"Letter of Credit” has the meaning specified therefor in Section 2.01(a).



"Letter of Credit Administration Fee” has the meaning specified therefor in Section
2.03(c)(ii).



"Letter of Credit Application” has the meaning specified therefor in Section 2.01(a).



"Letter of Credit Collateral Account” has the meaning specified therefor in Section
2.01(b).



"Letter of Credit Fees” means, collectively, (i) the Letter of Credit Administration
Fees, (ii) the Letter of Credit Issuance Fees and the Letter of Credit Issuance Amendment Fees,
(iii) the Unused Line Fee, (iv) the Facility Fee, and (v) the charges of the L/C Issuers payable by
the Borrower in accordance with Section 2.03(c)(v).



"Letter of Credit Issuance Amendment Fee” has the meaning specified therefor in
Section 2.03(c)(iii).



"Letter of Credit Issuance Fee” has the meaning specified therefor in Section
2.03(c)(iii).



"Letter of Credit Obligations” means, at any time and without duplication, the sum of
(i) the Reimbursement Obligations at such time, plus (ii) the aggregate maximum amount
available for drawing under the Letters of Credit outstanding at such time, plus (iii) all
amounts for which the L/C Issuer may be liable pursuant to any Letter of Credit in connection with
any steamship guaranty, airway release, indemnity or delivery order issued by the L/C Issuer at the
request of or for the benefit of the Borrower, in each case as calculated by the L/C Issuer.



"Lien” means any mortgage, deed of trust, pledge, lien, security interest, charge or
other encumbrance or security arrangement of any nature whatsoever, including but not limited to
any conditional sale or title retention arrangement, and any assignment, deposit arrangement or
lease intended as, or having the effect of, security.



"Loan Account” means one or more ledger accounts for the Borrower maintained at the
Payment Office of the Agent in the name of the Borrower under which the Borrower will be charged
with all Reimbursement Obligations and all other Obligations incurred by the Borrower or such other
account as the Agent shall designate from time to time.



"Loan Documents” means this Agreement, the Revolving Credit Notes, the Letter of
Credit Applications, and all other instruments, agreements and other documents executed and
delivered pursuant hereto or thereto.



"Material Adverse Effect” means a material adverse effect upon (i) the business,
condition (financial or otherwise), operations, properties or prospects of the Borrower or the
Companies taken as a whole, (ii) the ability of the Borrower to perform any of its material
obligations hereunder or under any other Loan Document to which it is a party, or (iii) the rights,
powers and remedies of the Agent and the Lenders under this Agreement or any other Loan Document or
the legality, validity or enforceability of this Agreement or any other Loan Document.



"Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



"Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of
ERISA for which any Company or any of their ERISA Affiliates has contributed to, or has been
obligated to contribute to, at any time during the six (6) years preceding the date hereof.



"Obligations” means (i) the obligations of the Borrower to pay, as and when due and
payable (by scheduled maturity or otherwise), all amounts from time to time owing by them in
respect of any Loan Document to which the Borrower is a party, whether for principal, interest
(including, without limitation, all interest that accrues after the commencement of any case,
proceeding or other action relating to bankruptcy, insolvency or reorganization of the Borrower,
whether or not a claim for post-filing interest is allowed in such proceeding), Letter of Credit
Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and (ii) the
obligations of the Borrower to perform or observe all of its other obligations from time to time
existing under any Loan Document to which the Borrower is a party.



"Other Taxes” has the meaning specified therefor in Section 2.05(a).



"Paramount Petroleum Holdings” means Alon Paramount Holdings, Inc., a Delaware
corporation and a wholly-owned Subsidiary of Alon Assets.



"Patriot Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56
(signed into law October 26, 2001)).



"Payment Office” means the Agent’s offices located at 511 Fifth Avenue, New York, New
York, 10017, or such other offices as may be designated in writing from time to time by the Agent
to the Borrower and, when used in connection with any payments made to the Agent, shall mean the
Agent Account.



"Permitted Lien” means:



(a) Liens for taxes, assessments or governmental charges or levies to the extent that the
payment thereof shall not be required by Section 6.01(b);



(b) Liens created by operation of law (other than Liens created under Environmental Laws),
such as materialmen’s liens, mechanics’ liens and other similar Liens, arising in the ordinary
course of business and securing claims the payment of which shall not be required by Section
6.01(b);



(c) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue
Code) securing (A) obligations incurred in respect of workers’ compensation, unemployment insurance
or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases,
contracts (other than for the payment of money) and statutory obligations, or (C) obligations on
surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or
otherwise arise in the ordinary course of business and secure obligations which are not past due;



(d) easements, rights-of-way, zoning and similar restrictions and other similar charges and
encumbrances on the use of real property and minor irregularities in the title thereto which do not
(A) secure obligations for the payment of money or (B) materially impair the value of such property
or materially impair the use thereof by any of the Companies or any of their Subsidiaries in the
normal conduct of such Person’s business; and



(e) Liens created under the Existing Term Loan Documents; provided, that such Liens shall
secure only those obligations which they secure on the date hereof and modifications, extensions,
renewals and replacements thereof permitted under the Existing Intercreditor Agreement and the
Existing Revolving Credit Agreement (as in effect on the date hereof).



"Person” means an individual, corporation, limited liability company, partnership,
association, joint-stock company, trust, unincorporated organization, joint venture or Governmental
Authority.



"Pipelines” has the meaning specified in the Existing Revolving Credit Agreement.



"Post-Default Rate” means a rate of interest per annum equal to the rate of interest
otherwise in effect plus 5% or, if no other rate of interest is in effect, the Prime Rate plus 5%.



"Prime Rate” means the rate of interest publicly announced by IDB in New York, New
York from time to time as its prime rate. The prime rate is determined from time to time by IDB as
a means of pricing some loans to its borrowers and neither is tied to any external rate of interest
or index, nor necessarily reflects the lowest rate of interest actually charged by IDB to any
particular class or category of customers. Each change in the Prime Rate shall be effective on the
first day of the month following the date such change is announced.



"Pro Rata Share” means:



(a) with respect to a Lender’s obligation to participate in Letters of Credit, to reimburse
the Agent and right to receive payments of fees with respect thereto, the percentage obtained by
dividing (i) such Lender’s Revolving Credit Commitment, by (ii) the Total Commitment,
provided that, if the Total Commitment has been reduced to zero, the numerator shall be the
aggregate unpaid principal amount of such Lender’s interest in the Letter of Credit Obligations and
the denominator shall be the aggregate unpaid principal amount of all Letter of Credit Obligations;
and



(b) with respect to all other matters (including, without limitation, the indemnification
obligations arising under Section 7.06), the percentage obtained by dividing (i) such Lender’s
Revolving Credit Commitment by (ii) the Total Commitment, provided that, if such Lender’s
Revolving Credit Commitment shall have been reduced to zero, such Lender’s Revolving Credit
Commitment shall be deemed to be the aggregate unpaid principal amount of such Lender’s interest in
the Letter of Credit Obligations, and if the Total Commitment shall have been reduced to zero, the
Total Commitment shall be deemed to be the aggregate unpaid principal amount of all Letter of
Credit Obligations.



"Refinery” means a refinery owned by a Company (including, without limitation, any
Significant Refinery), such Company’s interest in the real property on which such refinery is
situated, use or license rights covering tracts of land adjoining any railroad lines, spurs or
sidings within the boundary of such refinery site, all easements, rights of way and privileges
granted to such Company within or adjoining the refinery site, all improvements, all machinery and
equipment thereon, and the interest of such Company as lessee in all leases of personal property
used or held for use by such Company in connection with such refinery.



"Reimbursement Obligations” means the obligations of the Borrower to reimburse the
applicable L/C Issuer and the Lenders for amounts payable by the applicable L/C Issuer or the
Lenders under a Letter of Credit in respect of any drawing made under any Letter of Credit,
together with interest thereon as provided in Section 2.03(b).



"Release” means any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, seeping, migrating, dumping, or disposing of any
Hazardous Material (including the abandonment or discarding of barrels, containers, and other
closed receptacles containing any Hazardous Material) into the indoor or outdoor environment,
including ambient air, soil, surface or ground water.



"Remedial Action” means all actions taken to (i) clean up, remove, remediate, contain,
treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the indoor or
outdoor environment; (ii) prevent or minimize a Release or threatened Release of Hazardous
Materials so they do not migrate or endanger or threaten to endanger public health or welfare or
the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations and
post-remedial operation and maintenance activities; or (iv) any other actions authorized by 42
U.S.C. 9601.



"Reportable Event” means an event described in Section 4043 of ERISA (other than an
event described in Section 4043(c)(7) of ERISA.



"Required Lenders” means, at any time, Lenders whose Pro Rata Shares aggregate at
least 51%.



"Responsible Officer” means a person that is any of the chairman of the board of
directors, chief executive officer, or chief financial officer of any Person.



"Revolving Credit Commitment” means, with respect to each Lender, the revolving credit
commitment of such Lender as set forth in Schedule B hereto, as the same may be adjusted from time
to time pursuant to the terms of this Agreement.



"Revolving Credit Notes” means each promissory note of the Borrower, in form and
substance reasonably satisfactory to the Agent, made payable to the order of a Lender and
evidencing the Indebtedness and other Obligations resulting from any drawing on a Letter of Credit
and delivered to the Agent, as such promissory note may be modified or extended from time to time,
and any promissory note or notes issued in exchange or replacement therefor.



"SEC” means the United States Securities and Exchange Commission and any successor
thereto.



"Securities Act” means the Securities Act of 1933, as in effect from time to time.



"Significant Refinery” means Big Spring Refinery.



"Solvent” means, with respect to any Person on a particular date, that on such date
(a) the fair value of the property of such Person is not less than the total amount of its
liabilities (including, without limitation, liabilities on all claims, whether or not reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured) of such Person, (b) the present fair salable value of the
assets of such Person is not less than the amount that will be required to pay the probable
liability of such Person on its existing debts as they become absolute and matured, (c) such Person
is able to realize upon its assets and pay its debts and other liabilities, contingent obligations
and other commitments as they mature in the normal course of business, (d) such Person does not
intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business
or a transaction, and is not about to engage in business or a transaction, for which such Person’s
property would constitute unreasonably small capital.



"Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.



"Subsidiary” means, with respect to any Person at any date, any corporation, limited
or general partnership, limited liability company, trust, association or other entity (i) the
accounts of which would be consolidated with those of such Person in such Person’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP or (ii) of
which more than 50% of (A) the outstanding Capital Stock having (in the absence of contingencies)
ordinary voting power to elect a majority of the board of directors of such corporation, (B) the
interest in the capital or profits of such partnership or limited liability company or (C) the
beneficial interest in such trust or estate is, at the time of determination, owned or controlled
directly or indirectly through one or more intermediaries, by such Person.



"Taxes” has the meaning specified therefor in Section 2.05.



"Terminals” has the meaning specified in the Existing Revolving Credit Agreement.



"Termination Date” means January 1, 2010.



"Termination Event” means (i) a Reportable Event with respect to any Employee Plan,
(ii) any event that causes the Borrower or any of its ERISA Affiliates to incur liability under
Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section
4971 or 4975 of the Internal Revenue Code, (iii) the filing of a notice of intent to terminate an
Employee Plan under Section 4041 of ERISA, (iv) the institution of proceedings by the Pension
Benefit Guaranty Corporation to terminate an Employee Plan, or (v) any other event or condition
that would constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Employee Plan.



"Total Commitment” means the sum of the amounts of the Lenders’ Revolving Credit
Commitments.



"Unused Line Fee” has the meaning specified therefor in Section 2.03(c)(i) hereof.



Section 1.02 Accounting and Other Terms. Unless otherwise expressly provided herein,
each accounting term used herein shall have the meaning given it under GAAP applied on a basis
consistent with those used in preparing the Financial Statements. All terms used in this Agreement
which are defined in Article 8 or Article 9 of the Uniform Commercial Code in effect in the State
of New York on the date hereof and which are not otherwise defined herein shall have the same
meanings herein as set forth therein. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise, (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and assigns, (c) the
words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer
to this Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any right or interest in or
to assets and properties of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible. References in this Agreement to “determination” by the Agent include good
faith estimates by the Agent (in the case of quantitative determinations) and good faith beliefs by
the Agent (in the case of qualitative determinations).



Section 1.03 Time References. Unless otherwise indicated herein, all references to
time of day refer to Eastern standard time or Eastern daylight saving time, as in effect in New
York City on such day. For purposes of the computation of a period of time from a specified date
to a later specified date, the word “from” means “from and including” and the words “to” and
“until” each means “to but excluding”, provided, however, that with respect to a
computation of fees or interest payable to the Agent, the Lenders or the L/C Issuer, such period
shall in any event consist of at least one full day.



ARTICLE II




LETTERS OF CREDIT




Section 2.01 Letters of Credit.



(a) Commitment to Issue. The Borrower has requested each L/C Issuer to establish and
open, from time to time commencing on the Effective Date to the 21st day prior to the
Commitment Termination Date, standby letters of credit, which shall not have expiration dates that
exceed 92 days from the date of issuance (the “Letters of Credit”), and each L/C Issuer has
agreed to do so, subject to the terms hereof and each Letter of Credit Application (as hereinafter
defined). The Borrower will be the account party for each application for a Letter of Credit,
which shall be substantially in the form of Exhibit B hereto or on a computer transmission system
approved by the applicable L/C Issuer or such other written form or written transmission system as
may from time to time be approved by the applicable L/C Issuer, and shall be duly completed in a
manner reasonably acceptable to the applicable L/C Issuer, together with such other certificates,
agreements, documents and other papers and information as the applicable L/C Issuer may reasonably
request (the “Letter of Credit Application”). In the event of any conflict between the
terms of the Letter of Credit Application and this Agreement, unless otherwise expressly provided
herein, the terms of this Agreement shall control.



(b) Limitations. The sum of (i) the aggregate maximum amount available for drawing
under all Letters of Credit outstanding at such time and (ii) the aggregate Reimbursement
Obligations (but excluding any interest thereon) shall not exceed the Total Commitment, nor shall
the aggregate Letter of Credit Obligations (based on the Actual Liability Supported) exceed the
difference between (i) the then current Borrowing Base and (ii) the sum of (A) the aggregate
“Letter of Credit Obligations” (as defined in the Existing Revolving Credit Agreement, based on the
Actual Liability Supported), and (B) the aggregate principal amount of the outstanding “Revolving
Credit Loans” (as defined in the Existing Revolving Credit Agreement). Expiration dates of any
Letters of Credit shall not be extended for more than 92 days from the then current expiration
date. Each Letter of Credit shall be issued only for the purpose of supporting the purchase of
crude oil by Alon LP for the Big Spring Refinery. In addition, the terms and conditions of all
Letters of Credit, all changes or modifications thereto and all documents in connection therewith
shall in all respects be subject to the prior approval of the Agent and the applicable L/C Issuer
in the reasonable exercise of their sole and absolute discretion; provided,
however, that the expiry date of all Letters of Credit shall be no later than fifteen days
prior to the Final Maturity Date unless the Agent receives evidence satisfactory to it that, no
less than fifteen days prior to the Final Maturity Date, either (A) such Letters of Credit shall be
cash collateralized in an amount equal to 110% of the face amount of such Letters of Credit by
deposit of cash in such amount in the Letter of Credit Collateral Account or (B) the Borrower shall
provide the Agent with an indemnification, in form and substance satisfactory to the Agent, from a
commercial bank or other financial institution acceptable to the Agents for any Letter of Credit
Obligations with respect to such Letters of Credit.



(c) Reimbursement; Obligations Absolute. The Borrower shall reimburse the applicable
L/C Issuer through the Agent for any drawing under a Letter of Credit not later than 11:00 a.m.
(New York City time) on the Business Day immediately following the date the Borrower receives
notice of such drawing in immediately available funds. The obligations of the Borrower to each L/C
Issuer with respect to any drawing under a Letter of Credit shall be absolute, irrevocable and
unconditional, without any qualification or exception whatsoever and shall be made in accordance
with the terms and conditions of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:




(i) any lack of validity or enforceability of this Agreement or any of the other Loan
Documents;




(ii) the existence of any claim, setoff, defense or other right which the Borrower may
have at any time against a beneficiary named in such Letter of Credit or any transferee of
such Letter of Credit (or any Person for whom any such transferee may be acting), the Agent,
any L/C Issuer, any Lender, or any other Person, whether in connection with this Agreement,
such Letter of Credit, the transactions contemplated herein or any unrelated transactions
(including any underlying transactions between the Borrower or other party and the
beneficiary named in such Letter of Credit);




(iii) any draft, certificate or any other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;




(iv) the surrender or impairment of any security for the performance or observance of
any of the terms of any of the Loan Documents;




(v) any failure by an L/C Issuer or the Agent to provide any notices required pursuant
to this Agreement relating to such Letter of Credit;




(vi) any payment by an L/C Issuer under any Letter of Credit against presentation of a
draft or certificate which does not comply with the terms of such Letter of Credit; or




(vii) the occurrence of any Default or Event of Default; or




(viii) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Borrower.



The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it by an L/C Issuer and, in the event of any claim of noncompliance with the
Borrower’s instructions or other irregularity, the Borrower will promptly notify such L/C Issuer.
The Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer and
its correspondents unless such notice is given as aforesaid. Nothing herein shall limit any rights
or remedies the Borrower may have to commence and prosecute a separate and independent action, suit
or proceeding against an L/C Issuer for gross negligence or willful misconduct in connection with
any drawing under a Letter of Credit as determined by a final judgment of a court of competent
jurisdiction except that any damages for which such L/C Issuer may be liable shall be limited to
direct and not consequential damages.



(d) Loan Account. The Agent shall have the right, without notice to the Borrower, to
charge the Loan Account with the amount of any and all indebtedness, liabilities and obligations of
any kind due and payable under this Agreement (including Reimbursement Obligations, indemnification
for breakage costs, capital adequacy and reserve requirement charges due and payable under this
Agreement) incurred by an L/C Issuer with respect to a Letter of Credit to the extent not paid by
the Borrower when due. Any amount charged to the Loan Account shall constitute “Obligations” under
this Agreement and shall be deemed an advance made by the Lenders to the Borrower, funded by the
Agent on behalf of the Lenders. Any charges, fees, commissions, costs and expenses charged by an
L/C Issuer in connection with or arising out of Letters of Credit or transactions relating thereto
pursuant to the application and agreement for letter of credit or other related agreements or
documents executed by the Borrower in connection with any such Letter of Credit will be charged by
the Agent to the Loan Account in full and, when charged, shall be conclusive and binding on the
Borrower absent manifest error. Each of the Lenders and the Borrower agrees that the Agent shall
have the right to make such charges regardless of whether any Event of Default or Default shall
have occurred and be continuing or whether any of the conditions precedent in Section 4.02 have
been satisfied.



(e) Evidence of Debt. Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender under
this Agreement, including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder. The Agent shall maintain accounts in which it shall record (i) the
amount of each drawing in respect of a Letter of Credit made hereunder, (ii) the amount of any
principal or interest due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Agent hereunder for the account of the
Lenders and each Lender’s share thereof. The entries made in the accounts maintained pursuant to
this paragraph shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the Agent to
maintain such accounts or any error therein shall not in any manner affect the obligation of the
Borrower to repay its Obligations in accordance with the terms of this Agreement. Any Lender may
request that such Obligations be evidenced by a Revolving Credit Note. In such event, the Borrower
shall execute and deliver to such Lender a Revolving Credit Note payable to the order of such
Lender (or, if requested by such Lender, to such Lender and its registered assigns). Thereafter,
the Obligations evidenced by such Revolving Credit Note and interest thereon shall at all times
(including after assignment pursuant to Section 9.08) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such promissory note is
a registered note, to such payee and its registered assigns).



(f) Indemnification. The Borrower unconditionally indemnifies the Agent, each L/C
Issuer and each Lender and agrees to hold the Agent, each L/C Issuer and each Lender harmless from
any and all loss, claim or liability incurred by the Agent, any L/C Issuer or any Lender arising
from any transactions or occurrences relating to Letters of Credit, any drafts or acceptances
thereunder, and all Obligations in respect thereof, including any such loss or claim due to any
action taken by an L/C Issuer, other than for any such loss, claim or liability arising out of the
gross negligence or willful misconduct of the Agent, such L/C Issuer or such Lender as determined
by a final judgment of a court of competent jurisdiction.



(g) Responsibility for Underlying Goods. None of the Agent, the Lenders or the L/C
Issuers shall be responsible for the existence, character, quality, quantity, condition, value or
delivery of the fuel, fuel by-products or other goods purporting to be represented by any
documents; any difference or variation in the character, quality, quantity, condition, value or
delivery of such goods from that expressed in the documents; the validity, sufficiency or
genuineness of any documents or of any endorsements thereof even if such documents should in fact
prove to be in any or all respects invalid, insufficient, fraudulent or forged; the time, place,
manner or order in which shipment is made; partial or incomplete shipments, or failure or omission
to ship any or all of such goods referred to in the Letters of Credit or other documents; any
deviation from instructions, delay, default, or fraud by the shipper and/or anyone else in
connection with such goods or the shipping thereof; or any breach of contract between the shipper
or vendors and the Borrower. Furthermore, without limiting any of the foregoing, none of the
Agent, the L/C Issuers and the Lenders shall be responsible for any act or omission with respect to
or in connection with any goods covered by any Letter of Credit.



(h) Certain Actions. The Borrower agrees that any action taken by the Agent, any L/C
Issuer or any Lender, if taken in good faith, under or in connection with a Letter of Credit, the
drafts or acceptances, the guarantees or any or all of the goods referred to in a Letter of Credit
or other related document, shall be binding on the Borrower and shall not cause any of the Agent,
the L/C Issuers or the Lenders to have any liability to the Borrower. In furtherance of the
foregoing, each L/C Issuer shall have the full right and authority to clear and resolve any
questions of non-compliance of documents; to give any instructions as to acceptance or rejection of
any documents or goods; to execute any and all steamship or airways guaranties (and applications
therefor), indemnities or delivery orders; to grant any extensions of the maturity of, time of
payment for, or time of presentation of, any drafts, acceptances or documents; and to agree to any
amendments, renewals, extensions, modifications, changes or cancellations of any of the terms or
conditions of any of the applications, Letters of Credit, drafts or acceptances, all in such L/C
Issuer’s sole name, without any notice to or any consent from the Borrower or any Lender. Each L/C
Issuer shall use reasonable efforts to consult with the Borrower before taking any action pursuant
to this Section.



(i) Restrictions on Certain Borrower Actions. Without the applicable L/C Issuer’s
express consent, the Borrower agrees: (i) not to execute any and all applications for steamship or
airway guaranties, indemnities or delivery orders; to grant any extensions of the maturity of, time
of payment for, or time of presentation of, any drafts, acceptances or documents; or to agree to
any amendments, renewals, extensions, modifications, changes or cancellations of any of the terms
or conditions of any of the applications, Letters of Credit, drafts or Letter of Credit
Applications; and (ii) after the occurrence and during the continuance of an Event of Default, not
to (A) clear and resolve any questions of non-compliance of documents, or (B) give any instructions
as to acceptances or rejection of any documents or goods, without the Agent’s and the applicable
L/C Issuer’s prior written consent.



(j) Import Issues. The Borrower agrees that (i) any necessary and material import,
export or other license or certificate for the import or handling of Inventory will have been
promptly procured; and (ii) all foreign and domestic material governmental laws and regulations in
regard to the shipment and importation of Inventory or the financing thereof will have been
promptly and fully complied with, in each case, where the failure to obtain such certificate or
license or the failure to comply with such laws and regulations would have a Material Adverse
Effect; and any certificates in that regard that the Agent or any L/C Issuer may at any time
reasonably request will be promptly furnished. In this connection, the Borrower warrants and
represents that all shipments made under any Letters of Credit are in accordance with all material
laws and regulations of the countries in which the shipments originate and terminate, and are not
prohibited by any such laws and regulations. As between the Borrower, on the one hand, and the
Agent, the Lenders and the L/C Issuers, on the other hand, the Borrower assumes all risk, liability
and responsibility for, and agrees to pay and discharge, all present and future local, state,
federal or foreign taxes, duties, or levies. As between the Borrower, on the one hand, and the
Agent, the Lenders and the L/C Issuers, on the other hand, any embargo, restriction, laws, customs
or regulations of any country, state, city, or other political subdivision, where such Inventory is
or may be located, or wherein payments are to be made, or wherein drafts may be drawn, negotiated,
accepted, or paid, shall be solely the Borrower’s risk, liability and responsibility.



(k) Subrogation. Upon any payments made to an L/C Issuer by the Agent or the Lenders
as reimbursement for payments made by such L/C Issuer under any Letter of Credit, the Agent or the
Lenders, as the case may be, shall, without prejudice to their rights under this Agreement
(including that such unreimbursed amounts shall constitute Obligations hereunder), acquire by
subrogation, any rights, remedies, duties or obligations granted or undertaken by the Borrower in
favor of such L/C Issuer in any application for Letters of Credit, any standing agreement relating
to Letters of Credit or otherwise, all of which shall be deemed to have been granted to the Agent
and the Lenders and apply in all respects to the Agent and the Lenders and shall be in addition to
any rights, remedies, duties or obligations contained herein.



Section 2.02 Participations.



(a) Participations in Bank Leumi Letters of Credit.




(i) Purchase of Participations by Agent in Bank Leumi Letters of Credit.
Immediately upon issuance by Bank Leumi, as L/C Issuer, of any Letter of Credit pursuant to
this Agreement, the Agent shall be deemed to have irrevocably and unconditionally purchased
and received from Bank Leumi, as L/C Issuer, without recourse or warranty, an undivided
interest and participation in all obligations of Bank Leumi, as L/C Issuer, in such Letter
of Credit (including, without limitation, all Reimbursement Obligations of the Borrower with
respect thereto pursuant to the Letters of Credit, the Letters of Credit Applications or
otherwise).




(ii) Sharing of Payments. In the event that Bank Leumi, as L/C Issuer, makes
any payment in respect of a Letter of Credit and the Borrower shall not have repaid such
amount to the Agent for the account of the L/C Issuer as provided in Section 2.01(c), the
Agent shall charge the Loan Account in the amount of the Reimbursement Obligation, in
accordance with Sections 2.01(d) and 3.01.




(iii) Obligations Irrevocable. The obligations of the Agent to make payments
for the account of the L/C Issuer with respect to a Letter of Credit issued by Bank Leumi,
as L/C Issuer, shall be irrevocable, without any qualification or exception whatsoever and
shall be made in accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following circumstances:




(A) any lack of validity or enforceability of this Agreement or any of the
other Loan Documents;




(B) the existence of any claim, setoff, defense or other right which the
Borrower may have at any time against a beneficiary named in such Letter of Credit
or any transferee of such Letter of Credit (or any Person for whom any such
transferee may be acting), the Agent, Bank Leumi, as L/C Issuer, any Lender, or any
other Person, whether in connection with this Agreement, such Letter of Credit, the
transactions contemplated herein or any unrelated transactions (including any
underlying transactions between the Borrower or other party and the beneficiary
named in such Letter of Credit);




(C) any draft, certificate or any other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or
any statement therein being untrue or inaccurate in any respect;




(D) the surrender or impairment of any security for the performance or
observance of any of the terms of any of the Loan Documents;




(E) any failure by Bank Leumi, as L/C Issuer, or the Agent to provide any
notices required pursuant to this Agreement relating to such Letter of Credit;




(F) any payment by Bank Leumi, as L/C Issuer, under any of the Letters of
Credit against presentation of a draft or certificate which does not comply with the
terms of such Letter of Credit; or




(G) the occurrence of any Default or Event of Default.



(b) Participations in Obligations to Agent in Respect of Bank Leumi Letters of Credit.




(i) Purchase of Participations by Lenders in Respect of Bank Leumi Letters of
Credit. Immediately upon issuance by Bank Leumi, as L/C Issuer, of any Letter of Credit
pursuant to this Agreement, each Lender shall be deemed to have irrevocably and
unconditionally purchased and received from the Agent, without recourse or warranty, an
undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in all
obligations of the Agent to reimburse Bank Leumi, as L/C Issuer, in such Letter of Credit
(including, without limitation, all Reimbursement Obligations of the Borrower with respect
thereto pursuant to the Letters of Credit, the Letters of Credit Applications or otherwise).




(ii) Sharing of Payments. In the event that the Agent makes any payment to
Bank Leumi, as L/C Issuer, in respect of a Letter of Credit pursuant to Section 2.02(a), the
Agent shall charge the Loan Account in the amount of the Reimbursement Obligation, in
accordance with Sections 2.01(d) and 3.01.




(iii) Obligations Irrevocable. The obligations of a Lender to make payments to
the Agent (to reimburse the Agent for payments made to Bank Leumi with respect to a Letter
of Credit issued by Bank Leumi, as L/C Issuer), shall be irrevocable, without any
qualification or exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including, without limitation, any of
the following circumstances:



(A) any lack of validity or enforceability of this Agreement or any of the other Loan
Documents;



(B) the existence of any claim, setoff, defense or other right which the Borrower may have at
any time against a beneficiary named in such Letter of Credit or any transferee of such Letter of
Credit (or any Person for whom any such transferee may be acting), the Agent, Bank Leumi, as L/C
Issuer, any Lender, or any other Person, whether in connection with this Agreement, such Letter of
Credit, the transactions contemplated herein or any unrelated transactions (including any
underlying transactions between the Borrower or other party and the beneficiary named in such
Letter of Credit);



(C) any draft, certificate or any other document presented under such Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;



(D) the surrender or impairment of any security for the performance or observance of any of
the terms of any of the Loan Documents;



(E) any failure by Bank Leumi, as L/C Issuer, or the Agent to provide any notices required
pursuant to this Agreement relating to such Letter of Credit;



(F) any payment by Bank Leumi, as L/C Issuer, under any of the Letters of Credit against
presentation of a draft or certificate which does not comply with the terms of such Letter of
Credit; or



(G) the occurrence of any Default or Event of Default.



(c) Participations in IDB Letters of Credit.




(i) Purchase of Participations in IDB Letters of Credit. Immediately upon
issuance by IDB, as L/C Issuer, of any Letter of Credit pursuant to this Agreement, each
Lender shall be deemed to have irrevocably and unconditionally purchased and received from
IDB, as L/C Issuer, without recourse or warranty, an undivided interest and participation,
to the extent of such Lender’s Pro Rata Share, in all obligations of IDB, as L/C Issuer, in
such Letter of Credit (including, without limitation, all Reimbursement Obligations of the
Borrower with respect thereto pursuant to the Letters of Credit, the Letters of Credit
Applications or otherwise).




(ii) Sharing of Payments. In the event that IDB, as L/C Issuer, makes any
payment in respect of a Letter of Credit and the Borrower shall not have repaid such amount
to the Agent for the account of IDB, as L/C Issuer, as provided in Section 2.01(c) the Agent
shall charge the Loan Account in the amount of the Reimbursement Obligation, in accordance
with Sections 2.01(d) and 3.01.




(iii) Obligations Irrevocable. The obligations of a Lender to make payments to
the Agent for the account of IDB, as L/C Issuer, with respect to a Letter of Credit shall be
irrevocable, without any qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all circumstances,
including, without limitation, any of the following circumstances:




(A) any lack of validity or enforceability of this Agreement or any of the
other Loan Documents;




(B) the existence of any claim, setoff, defense or other right which the
Borrower may have at any time against a beneficiary named in such Letter of Credit
or any transferee of such Letter of Credit (or any Person for whom any such
transferee may be acting), the Agent, IDB, as L/C Issuer, any Lender, or any other
Person, whether in connection with this Agreement, such Letter of Credit, the
transactions contemplated herein or any unrelated transactions (including any
underlying transactions between the Borrower or any other party and the beneficiary
named in such Letter of Credit);




(C) any draft, certificate or any other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect or
any statement therein being untrue or inaccurate in any respect;




(D) the surrender or impairment of any security for the performance or
observance of any of the terms of any of the Loan Documents;




(E) any failure by IDB, as L/C Issuer, or the Agent to provide any notices
required pursuant to this Agreement relating to such Letter of Credit;




(F) any payment by IDB, as L/C Issuer, under any of the Letters of Credit
against presentation of a draft or certificate which does not comply with the terms
of such Letter of Credit; or




(G) the occurrence of any Default or Event of Default.



Section 2.03 Issuance of Letters of Credit; Interest; Fees.



(a) Request for Issuance. The Borrower may from time to time, upon notice not later
than 12:00 noon, New York City time, at least three Business Days in advance, request an L/C Issuer
to establish or open a Letter of Credit by delivering to the Agent, with a copy to such L/C Issuer,
a Letter of Credit Application, together with any necessary related documents. The Agent shall
direct such L/C Issuer not to issue a Letter of Credit if the Agent shall have received written
notice from the Required Lenders on the Business Day immediately preceding the proposed issuance
date for such Letter of Credit that one or more of the conditions precedent in Section 4.02 will
not have been satisfied on such date, and neither any L/C Issuer nor the Agent shall otherwise be
required to determine that, or take notice whether, the conditions precedent set forth in Section
4.02 have been satisfied. The Borrower will make a good faith effort to request Letters of Credit
from each L/C Issuer in proportion to such L/C Issuer’s respective Pro Rata Share of the
Obligations; provided that if (i) Availability is less than $5,000,000 or (ii) an Event of
Default has occurred and is continuing, then only IDB, in its capacity as an L/C Issuer, may issue
Letters of Credit for the account of the Borrower.



(b) Interest. All outstanding Reimbursement Obligations in respect of reimbursement
for any drawing made under any Letter of Credit shall bear interest, from the date of such drawing
until the date such amount is paid in full, at a fluctuating interest rate per annum equal at all
times to the Post-Default Rate, provided that if no Event of Default then exists, the
Reimbursement Obligations in respect of any drawing on a Letter of Credit shall bear interest, from
the date of such drawing until three Business Days thereafter, at a fluctuating interest rate per
annum equal to the Prime Rate plus 2%, and at all times after such third Business Day until the
date such amount is paid in full, at a fluctuating interest rate per annum equal at all times to
the Post-Default Rate. All other Obligations shall bear interest, from the date such Obligation is
incurred until the date such Obligation is paid in full, at a fluctuating interest rate per annum
equal at all times to the Post-Default Rate. Interest at the Post-Default Rate shall be payable on
demand. The Borrower hereby authorizes the Agent to, and the Agent may, from time to time, charge
the Loan Account pursuant to Section 3.01 with the amount of any interest payment due hereunder.
All interest shall be computed on the basis of a year of 360 days for the actual number of days,
including the first day but excluding the last day, elapsed.



(c) Fees.




(i) From and after the Effective Date until the Final Maturity Date, the Borrower shall
pay to the Agent for the account of the Lenders in accordance with the Lenders’ respective
Pro Rata Shares and in immediately available funds, an unused line fee (the “Unused Line
Fee”) accruing at the rate of 30/100th of 1% (0.30%) per annum on the excess, if any, of
the Total Commitment over the then outstanding Letter of Credit Obligations. The Unused
Line Fee shall be payable quarterly in arrears on the first Business Day of each January,
April, July and October, commencing October 1, 2008 and shall be non-refundable.




(ii) The Borrower shall pay to the Agent for the ratable account of the L/C Issuers for
each Letter of Credit issued hereunder, a nonrefundable administration fee (a “Letter of
Credit Administration Fee”) equal to 0.10% of the stated amount of such Letter of
Credit, payable on the date such Letter of Credit is issued.




(iii) The Borrower shall pay to the Agent for the account of the Lenders, in accordance
with the Lenders’ respective Pro Rata Shares, (A) for each Letter of Credit issued
hereunder, a nonrefundable issuance fee (a “Letter of Credit Issuance Fee”) equal to
3.0% per annum of the stated amount of such Letter of Credit, payable on the date such
Letter of Credit is issued, and (B) for any amendment to an existing Letter of Credit that
increases the stated amount of such Letter of Credit or extends the expiration date thereof,
a nonrefundable amendment fee (a “Letter of Credit Issuance Amendment Fee”) equal to
3.0% per annum of the increase in the stated amount of such Letter of Credit or for the
period of extension, payable on the date of such increase or extension.




(iv) The Borrower shall pay to the Agent for the account of the Lenders, in accordance
with the Lenders’ respective Pro Rata Shares, a nonrefundable upfront fee (a “Facility
Fee”) in an aggregate amount equal to $450,000. The Facility Fee shall be paid on the
Effective Date and shall be deemed fully earned when paid.




(v) The Borrower shall pay to each L/C Issuer the standard charges from time to time
assessed by such L/C Issuer in connection with the issuance, administration, amendment,
payment or cancellation of Letters of Credit.




(vi) The Borrower hereby authorizes the Agent to, and the Agent may, from time to time,
charge the Loan Account pursuant to Sections 2.01(d) and 3.01 of this Agreement with the
amount of any Letter of Credit Fees or other charges not paid when due under this Section
2.03.



Section 2.04 Reduction of Total Commitment. 



(a) The Total Commitment shall terminate on the Commitment Termination Date. The Borrower
may, without premium or penalty, reduce the Total Commitment to an amount (which may be zero) not
less than the sum of (A) the Letter of Credit Obligations at such time and (B) the stated amount of
all Letters of Credit not yet issued as to which a request has been made and not withdrawn. Each
such reduction (1) shall be in an amount which is an integral multiple of $1,000,000 (unless the
Total Revolving Credit Commitment in effect immediately prior to such reduction is less than
$1,000,000), (2) shall be made by providing not less than five Business Days’ prior written notice
to the Agent, and (3) shall be irrevocable. Once reduced, the Total Commitment may not be
increased. Each such reduction of the Total Commitment shall reduce the Revolving Credit
Commitment of each Lender proportionately in accordance with its Pro Rata Share thereof.



(b) All funds deposited on a Business Day into the Agent Account or directly to the Payment
Office or any other account designated by the Agent to the Borrower shall be applied by the Agent
to the payment, in whole or in part, to the outstanding Obligations as of such Business Day,
subject to Section 3.01.



Section 2.05 Taxes.



(a) All payments by the Borrower hereunder, under the Revolving Credit Notes or under any
other Loan Document shall be made without set-off, counterclaim, deduction or other defense. All
such payments shall be made free and clear of and without deduction for any present or future
income, franchise, sales, use, excise, stamp or other taxes, levies, imposts, deductions, charges,
fees, withholdings, restrictions or conditions of any nature now or hereafter imposed, levied,
collected, withheld or assessed by any jurisdiction (whether pursuant to United States Federal,
state, local or foreign law) or by any political subdivision or taxing authority thereof or
therein, and all interest, penalties or similar liabilities, excluding taxes on the net income of,
and branch profit taxes of, and franchise taxes imposed on, any Lender, the Agent or any L/C Issuer
imposed by the jurisdiction in which such Lender, the Agent or such L/C Issuer is organized or any
political subdivision thereof or taxing authority thereof or any jurisdiction in which such
Person’s principal office or relevant lending office is located or any political subdivision
thereof or taxing authority thereof (such nonexcluded taxes being hereinafter collectively referred
to as “Taxes”). If the Borrower is required by law to deduct or to withhold any Taxes from
or in respect of any amount payable hereunder, (i) the amount so payable shall be increased to the
extent necessary so that after making all required deductions and withholdings (including Taxes on
amounts payable to the Lenders, the Agent or the L/C Issuers pursuant to this sentence) the
Lenders, the Agent or the L/C Issuers receive an amount equal to the sum they would have received
had no such deductions or withholdings been made, (ii) the Borrower shall make such deductions or
withholdings, and (iii) the Borrower shall pay the full amount deducted or withheld to the relevant
taxation authority in accordance with applicable law; provided, however, that if a
Lender assigns its rights pursuant to Section 9.08 hereof and such assignment would (but for this
proviso) cause the assignee Lender, immediately after such assignment, to be entitled to receive
any greater payments under this Section 2.05 in respect of United States Federal, state, local or
foreign withholding taxes than would have been made but for such assignment, then such assignee
Lender shall not be entitled to receive any such greater payments than such assigning Lender would
have been entitled to receive with respect to the rights assigned if such assignment had not taken
place unless (A) such assignment had been at the request of, or with the consent of, the Borrower
or (B) an Event of Default has occurred and is continuing at the time of such assignment. Whenever
any Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send
the Lenders, the L/C Issuers and the Agent an official receipt (or, if an official receipt is not
available, such other documentation as shall be reasonably satisfactory to the Lenders, the L/C
Issuers or the Agent, as the case may be) showing payment. In addition, the Borrower agrees to pay
any present or future taxes, charges or similar levies which arise from any payment made hereunder
or from the execution, delivery, performance, recordation or filing of, or otherwise with respect
to, this Agreement, the Revolving Credit Notes, the Letters of Credit or any other Loan Document,
except as provided above with respect to taxes on the net income of, and branch profit taxes of,
and franchise taxes imposed on, any Lender, the Agent or any L/C Issuer (such nonexcluded taxes
being hereinafter collectively referred to as “Other Taxes”).



(b) The Borrower agrees to indemnify the Lenders, the Agent and the L/C Issuer for the amount
of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 2.05) paid by any Lender, the Agent or the L/C
Issuer and any liability (including penalties, interest and expenses for nonpayment, late payment
or otherwise) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted. This indemnification shall be paid within 30 days from the
date on which such Lender, the Agent or such L/C Issuer makes written demand which demand shall
identify the nature and amount of Taxes or Other Taxes for which indemnification is being sought
and the basis of the claim.



(c) Each Lender that is organized in a jurisdiction other than the United States, a State
thereof or the District of Columbia hereby agrees that:




(i) it shall, no later than the Effective Date (or, in the case of a Lender which
becomes a party hereto pursuant to Section 9.08 after the Effective Date, the date upon
which such Lender becomes a party hereto) deliver to the Borrower and the Agent two
accurate, complete and signed originals of U.S. Internal Revenue Service Form W-8BEN or Form
W-8ECI or successor form, in each case indicating that such Lender is, on the date of
delivery thereof, entitled to receive payments of principal and interest for the account of
its lending office under this Agreement free from withholding of United States Federal
income tax;




(ii) if at any time such Lender changes its lending office or offices or selects an
additional lending office it shall, at the same time or reasonably promptly thereafter,
deliver to the Borrower through the Agent in replacement for, or in addition to, the forms
previously delivered by it hereunder, if such changed or additional lending office is
located in the United States, two accurate, complete and signed originals of such Form
W-8BEN, Form W-8ECI or successor form, in each case indicating that such Lender is on the
date of delivery thereof entitled to receive payments of principal and interest for the
account of such changed or additional lending office under this Agreement free from
withholding of United States Federal income tax; and




(iii) it shall, promptly upon the Borrower’s reasonable request to that effect, deliver
to the Borrower such other forms or similar documentation as may be required from time to
time by any applicable law, treaty, rule or regulation in order to establish such Lender’s
tax status for withholding purposes.



(d) For any period with respect to which a Lender has failed to provide the Borrower with the
appropriate form described in Section 2.05(c) (other than in the case where such Lender is not, or
is no longer, legally entitled to deliver such form), such Lender shall not be entitled to payment
from the Borrower without deduction pursuant to Section 2.05(a) or indemnification by the Borrower
pursuant to Section 2.05(b) to the extent that such payment or indemnification obligation would
have been reduced if the applicable form had been delivered to the Borrower; provided,
however, that should such Lender become subject to Taxes because of its failure to deliver
a form required hereunder, the Borrower shall take such steps as the Lender shall reasonably
request to assist such Lender to recover such Taxes.



(e) If the Borrower fails to perform its obligations under this Section 2.05, the Borrower
agrees to indemnify the Lenders, the Agent and the L/C Issuer for any taxes, interest or penalties
that may become payable as a result of any such failure.



(f) Any Lender that is organized in a jurisdiction other than the United States, a State
thereof or the District of Columbia claiming any indemnity payment or additional amounts payable
pursuant to this Section 2.05 shall use reasonable efforts (consistent with legal, regulatory and
policy considerations of such Lender) to file any certificate or document reasonably requested in
writing by the Borrower or to change the jurisdiction of its applicable lending office if the
making of such a filing or change would avoid the need for or reduce the amount of any such
indemnity payment or additional amounts which may thereafter accrue and would not, in the sole and
absolute determination of such Lender, be otherwise disadvantageous to such Lender.



ARTICLE III




FEES, PAYMENTS AND OTHER COMPENSATION




Section 3.01 Payments; Computations and Statements.



(a) The Borrower will make each payment hereunder and under the Revolving Credit Notes not
later than 11:00 a.m. (New York City time) on the day when due, in lawful money of the United
States of America and in immediately available funds, to the Agent at the Payment Office. All
payments received by the Agent after 11:00 a.m. (New York City time) on any Business Day will be
credited to the relevant Loan Account on the next succeeding Business Day. All payments shall be
made by the Borrower without defense, set-off or counterclaim to the Agent and the Lenders. After
receipt, the Agent will promptly thereafter cause to be distributed like funds relating to the
payment of principal ratably to the Lenders or the applicable L/C Issuer, in the case of a payment
pursuant to Section 2.01(c), and like funds relating to the payment of any other amount payable to
any Lender or the applicable L/C Issuer, in the case of a payment pursuant to Section 2.01(c), to
such Lender or to such L/C Issuer in each case to be applied in accordance with the terms of this
Agreement, provided that the Agent will cause to be distributed all interest and fees
received from or for the account of the Borrower not less than once each month and in any event
promptly after receipt thereof. Any amounts not paid to a Lender or the applicable L/C Issuer, in
accordance with the preceding sentence following receipt by the Agent (to the extent such amounts
exceed $500,000 in the aggregate) shall accrue interest from the date such amount is received by
the Agent until the date such amount is paid to such Lender or to such L/C Issuer, at a rate per
annum equal to the Federal Funds Rate for three Business Days and thereafter at the Prime Rate.
The payment by the Borrower of any amount to the Agent for the account of the Lenders or the
applicable L/C Issuer, in the case of a payment pursuant to Section 2.01(c), shall discharge the
obligation of the Borrower for such amount, whether or not received by the Lenders or the
applicable L/C Issuer, as the case may be, to the extent that such payment is made in immediately
available funds, such amount is not required to be returned to the Borrower under any applicable
bankruptcy law or other law and the distribution of such amount shall not be enjoined. The Lenders
and the Borrower hereby authorize the Agent to, and the Agent may, from time to time, charge the
Loan Account of the Borrower (or any sub-account thereof) with any amount not paid when due and
payable by the Borrower under any Loan Document to which the Borrower is a party. Each of the
Lenders and the Borrower agree that the Agent shall have the right to make such charges whether or
not any Event of Default or Default shall have occurred and be continuing or whether any of the
conditions precedent in Section 4.02 have been satisfied. Any amount charged to the Loan Account
of the Borrower shall constitute Obligations and shall be deemed an advance hereunder made by the
Lenders to the Borrower, funded by the Agent on behalf of the Lenders. The Lenders and the
Borrower confirm that any charges which the Agent may so make to the Loan Account of the Borrower
as herein provided will be made as an accommodation to the Borrower and solely at the Agent’s
discretion. It is expressly understood and agreed by the Companies that the Agent and the Lenders
shall have no responsibility to inquire into the correctness of the application apportionment,
allocation or disposition of any Letter of Credit or any fees, costs or expenses for which the
Borrower is obligated under this Agreement. Whenever any payment to be made under any such Loan
Document shall be stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day and such extension of time shall in such case be included in
the computation of interest or fees, as the case may be. All computations of fees shall be made by
the Agent on the basis of a year of 360 days for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such fees are payable. Each
determination by the Agent of an interest rate or fees hereunder shall be conclusive and binding
for all purposes in the absence of manifest error.



(b) The Agent shall use good faith efforts to provide the Borrower and each Lender, promptly
after the end of each calendar month, a summary statement (in the form from time to time used by
Agent) of the opening and closing daily balances in the Loan Account during such month, the amounts
and dates of all Reimbursement Obligations arising during such month, the amounts and dates of all
payments on account of all Reimbursement Obligations during such month and the Reimbursement
Obligations to which such payments were applied, the amount of interest accrued on the all
Reimbursement Obligations during such month, any Letters of Credit issued by an L/C Issuer during
such month, specifying the face amount thereof, and the amount and nature of any charges to such
Loan Account made during such month on account of fees, commissions, expenses and other
Obligations. All entries on any such statement shall, 30 days after the same is sent, be presumed
to be correct and shall constitute presumptive evidence of the information contained in such
statement and shall be final and conclusive absent manifest error.



Section 3.02 Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on
account of any Obligation in excess of its ratable share of payments on account of similar
obligations obtained by all the Lenders, such Lender shall forthwith deliver such excess amount to
the Agent and the Agent shall promptly distribute such amount in accordance with the terms hereof.



Section 3.03 Apportionment of Payments.



(a) Subject to Section 9.01, all payments of principal and interest in respect of
Reimbursement Obligations, all payments of fees (other than the Letter of Credit Administration
Fees and fees with respect to Letters of Credit provided for in Section 2.03(c)(v)) and all other
payments in respect of any other Obligations, shall be allocated by the Agent among such of the
Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as
provided herein or, in respect of payments not made on account of Letter of Credit Obligations, as
designated by the Person making payment when the payment is made.



(b) After the occurrence and during the continuance of an Event of Default, the Agent may, and
upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations,
subject to the provisions of this Agreement, in such order and in such proportions as the Agent may
determine in its sole and absolute discretion.



Section 3.04 Increased Costs and Reduced Return.



(a) If any Lender or any L/C Issuer shall have determined that the adoption or implementation
of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive
of, or any change in the interpretation or administration thereof by, any court, central bank or
other administrative or Governmental Authority, or compliance by any L/C Issuer or any Lender or
any Affiliate of such Lender or such L/C Issuer with any directive of or guideline from any central
bank or other Governmental Authority or the introduction of or change in any accounting principles
applicable to any L/C Issuer or any Lender or any Affiliate of such Lender or such L/C Issuer (in
each case, whether or not having the force of law), shall (i) change the basis of taxation of
payments to any L/C Issuer or any Lender or any Affiliate of such Lender or such L/C Issuer of any
amounts payable hereunder (except for taxes on the overall net income of any L/C Issuer or any
Lender or any Affiliate of such Lender or such L/C Issuer), (ii) impose, modify or deem applicable
any reserve, special deposit or similar requirement against any Letter of Credit or against assets
of or held by, or deposits with or for the account of, or credit extended by, any L/C Issuer or any
Lender, or any Affiliate of such Lender or such L/C Issuer or (iii) impose on any L/C Issuer or any
Lender or any Affiliate of such Lender or such L/C Issuer any other condition regarding this
Agreement or any Letter of Credit, and the result of any event referred to in clause (i), (ii) or
(iii) above shall be to increase the cost to any L/C Issuer or any Lender of issuing, guaranteeing
or participating in any Letter of Credit, or to reduce any amount received or receivable by any L/C
Issuer or any Lender hereunder, then, upon demand by such L/C Issuer or such Lender, the Borrower
shall pay to such L/C Issuer or such Lender such additional amounts as will compensate such L/C
Issuer or such Lender for such increased costs or reductions in amount, together with interest on
such additional amounts.



(b) If any Lender or any L/C Issuer shall have determined that any Capital Guideline or
adoption or implementation of, or any change in, any Capital Guideline by the Governmental
Authority charged with the interpretation or administration thereof, or compliance by any L/C
Issuer, any Lender or any Affiliate of such L/C Issuer or such Lender with any Capital Guideline or
with any request or directive of any such Governmental Authority with respect to any Capital
Guideline, or the implementation of, or any change in, any applicable accounting principles (in
each case, whether or not having the force of law), either (i) affects or would affect the amount
of capital required or expected to be maintained by any L/C Issuer, any Lender or any Affiliate of
such L/C Issuer or such Lender, and any L/C Issuer or any Lender determines that the amount of such
capital is increased as a direct or indirect consequence of any Letter of Credit issued or any
guaranty or participation with respect thereto, or any L/C Issuer’s, any Lender’s or any such
Person’s Affiliate’s other obligations hereunder, or (ii) has or would have the effect of reducing
the rate of return on any L/C Issuer’s, any Lender’s, or any such Person’s Affiliate’s capital to a
level below that which such L/C Issuer, such Lender or such Affiliate could have achieved but for
such circumstances as a consequence of any Letter of Credit issued, or any guaranty or
participation with respect thereto or any agreement to issue Letters of Credit or such L/C
Issuer’s, such Lender’s, or such Person’s Affiliate’s other obligations hereunder (in each case,
taking into consideration such L/C Issuer’s, such Lender’s or such Affiliate’s policies with
respect to capital adequacy), then, upon demand by any L/C Issuer or any Lender, the Borrower
agrees to pay to such L/C Issuer or such Lender from time to time such additional amounts as will
compensate such L/C Issuer or such Lender for such cost of maintaining such increased capital or
such reduction in the rate of return on such L/C Issuer’s, such Lender’s or such Affiliate’s
capital.



(c) All amounts payable under this Section 3.04 shall bear interest from the date that is
three Business Days after the date of demand by an L/C Issuer or a Lender until payment in full to
such L/C Issuer or such Lender at the Post-Default Rate. A certificate of any L/C Issuer or any
Lender claiming compensation under this Section 3.04 specifying the event herein above described
and the nature of such event shall be submitted by such L/C Issuer or such Lender to the Borrower,
setting forth the additional amount due and an explanation of the calculation thereof, such L/C
Issuer’s or such Lender’s reasons for invoking the provisions of this Section 3.04, and shall be
final and conclusive absent manifest error. The Borrower shall not be required to compensate a
Lender or an L/C Issuer pursuant to subsections (a) or (b) of this Section 3.04 for any amounts
incurred more than 12 months prior to the date that such Lender or such L/C Issuer notifies the
Borrower of such Person’s intention to claim compensation therefor, provided that if the
circumstances giving rise to such claim have a retroactive effect, then such 12 month period shall
be extended to include the period of such retroactive effect with respect to such claim.



ARTICLE IV




CONDITIONS OF EFFECTIVENESS, LETTER OF CREDIT




ISSUANCE AND LENDING




Section 4.01 Conditions Precedent to Effectiveness. The effectiveness of this
Agreement is subject to the fulfillment, in a manner satisfactory to the Agent, of each of the
following conditions precedent:



(a) Payment of Fees, Etc. The Borrower shall have paid on or before the Effective
Date, all fees, costs, expenses and taxes then due and payable by the Borrower pursuant to Sections
2.03 and 9.05 hereof.



(b) Representations and Warranties; No Event of Default. The representations and
warranties contained in Section 5.01 of this Agreement and in each other Loan Document and
certificate or other writing delivered to the Agent, the Lenders or any L/C Issuer pursuant hereto
on or prior to the Effective Date shall be true and correct on and as of the Effective Date as
though made on and as of such date; and no Default or Event of Default shall have occurred and be
continuing on the Effective Date or would result from this Agreement becoming effective in
accordance with its terms.



(c) Legality. The effectiveness of this Agreement shall not contravene any law, rule
or regulation applicable to the Agent, the Lenders or any L/C Issuer.



(d) Delivery of Documents. The Agent shall have received on or before the Effective
Date the following, each in form and substance satisfactory to the Agent and, unless indicated
otherwise, dated the Effective Date:




(i) counterparts to this Agreement, duly executed by the Borrower and the Lenders;




(ii) the Schedules to this Agreement and the other Loan Documents;




(iii) if requested by the Lenders, the Revolving Credit Notes, each payable to the
order of a Lender and in the principal amount of such Lender’s Revolving Credit Commitment,
in each case duly executed by the Borrower;




(iv) a copy of the resolutions adopted by the Board of Directors of the Borrower,
certified as of the Effective Date by a Responsible Officer thereof, authorizing (x) the
issuance of the Letters of Credit at the request of the Borrower and for the Borrower’s
account pursuant hereto, the transactions contemplated by this Agreement and the other
documents, instruments and agreements executed and/or to be delivered in connection herewith
or therewith, and (y) the execution, delivery and performance by the Borrower of this
Agreement and the other documents, instruments and agreements executed and/or to be
delivered in connection herewith or therewith;




(v) a certificate of a Responsible Officer of the Borrower, certifying the names and
true signatures of the officers of the Borrower authorized to sign this Agreement and the
other agreements, instruments and documents to which the Borrower is or will be a party and
the other documents to be executed and delivered by the Borrower in connection herewith,
together with evidence of the incumbency of such authorized officers;




(vi) a certificate, dated as of a date (A) not more than thirty days prior to the
Effective Date, of the appropriate official(s) of the state of incorporation, and (B) not
more than one hundred and eighty days prior to the Effective Date, of the appropriate
official(s) of each state of foreign qualification of the Borrower, in each case, certifying
as to the subsistence in good standing of, and the payment of taxes by, the Borrower in such
states;




(vii) an opinion of Jones Day, special counsel to the Borrower, as to such matters as
the Agent may reasonably request;




(viii) a certificate of the chief executive officer or the chief financial officer of
the Borrower, certifying as to the matters set forth in subsection (b) of this Section 4.01;
and




(ix) such other agreements, instruments, approvals, opinions and other documents as the
Agent may reasonably request.



(e) Proceedings; Receipt of Documents. All proceedings in connection with the
transactions contemplated by this Agreement, and all documents incidental thereto, shall be
satisfactory to the Agent and its special counsel, and the Agent and such special counsel shall
have received all such information and such counterpart originals or certified or other copies of
such documents as the Agent or such special counsel may reasonably request.



(f) Material Adverse Effect. The Lenders shall have determined, in their sole
judgment, that no event or development has occurred after March 31, 2008 that may have a Material
Adverse Effect.



(g) Patriot Act. The Lenders shall have received all documentation and other
information requested by the Lenders, as required by bank regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including the Patriot Act.



Section 4.02 Conditions Precedent to Letters of Credit. As a condition precedent to
any L/C Issuer establishing or opening any Letter of Credit, each of the following conditions
precedent shall be fulfilled in a manner satisfactory to the Agent;



(a) Payment of Fees, Etc. The Borrower shall have paid all fees, costs, expenses and
taxes then payable by the Borrower pursuant to Sections 2.03(c) and 9.05 hereof.



(b) Representations and Warranties; No Event of Default. The following statements
shall be true and correct, and the submission by the Borrower of a Letter of Credit Application
with respect to a Letter of Credit and the issuance of such Letter of Credit shall be deemed to be
a representation and warranty by the Borrower on the date of the issuance of such Letter of Credit
that (i) the representations and warranties contained in Section 5.01 of this Agreement and in each
other Loan Document and certificate or other writing delivered to the Agent, any L/C Issuer or any
Lender pursuant hereto on or prior to the date of such Letter of Credit are true and correct on and
as of the date of the issuance of such Letter of Credit as though made on and as of such date,
except to the extent that any such representation or warranty expressly relates solely to an
earlier date (in which case any such representation or warranty shall be true and correct on and as
of such earlier date); and (ii) no Event of Default or Default has occurred and is continuing or
would result from the making of the issuance of the Letter of Credit to be issued on such date.



(c) Legality. The issuance of such Letter of Credit shall not contravene any law,
rule or regulation applicable to the Agent, the Lenders or the L/C Issuers, as the case may be.



(d) Notices. The Agent shall have received a Letter of Credit Application pursuant to
and in accordance with Section 2.03(a).



(e) Required Capacity. With respect to any Letter of Credit issued on or after
September 30, 2008, there shall not have been a period of 75 consecutive days ending on the day
such Letter of Credit is to be issued in which the Borrower and its Consolidated Subsidiaries
failed to refine at least 60,000 barrels of Hydrocarbons per day at the Big Spring Refinery for at
least 1 day during such period.



(f) Delivery of Documents. The Agent shall have received such other agreements,
instruments, approvals, opinions and other documents, each in form and substance reasonably
satisfactory to the Agent, as the Agent may reasonably request.



ARTICLE V




REPRESENTATIONS AND WARRANTIES




Section 5.01 Representations and Warranties. The Borrower represents and warrants as
follows:



(a) Organization, Good Standing, Etc. The Borrower (i) is a corporation duly
organized, validly existing and in good standing under the laws of the state of its organization,
(ii) has all requisite power and authority to conduct its business as now conducted and as
presently contemplated and to make the borrowings hereunder and to consummate the transactions
contemplated by the Loan Documents to which it is a party, and (iii) is duly qualified to do
business and is in good standing in each jurisdiction in which the character of the properties
owned or leased by it or in which the transaction of its business makes such qualification
necessary, except where the failure to so qualify individually or in the aggregate is not
reasonably likely to have a Material Adverse Effect.



(b) Authorization, Etc. The execution, delivery and performance by the Borrower of
each Loan Document to which it is a party, (i) have been duly authorized by all necessary corporate
action, (ii) do not and will not contravene its charter or by-laws, or any applicable law or any
material contractual restriction binding on or otherwise affecting it or any of its properties,
(iii) do not and will not result in or require the creation of any Lien upon or with respect to any
of its properties, and (iv) do not and will not result in any suspension, revocation, impairment,
forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its
operations or any of its properties except where such suspension, revocation, impairment,
forfeiture or nonrenewal is not reasonably likely to have a Material Adverse Effect.



(c) Governmental Approvals. No authorization, approval or consent of or other action
by, and no notice to or filing with, any Governmental Authority or other regulatory body is
required in connection with the due execution, delivery and performance by the Borrower of any Loan
Document to which it is or will be a party or for the validity or enforceability thereof.



(d) Enforceability of Loan Documents. This Agreement is, and each other Loan Document
to which the Borrower is or will be a party, when delivered hereunder, will be, a legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms
except to the extent that the enforceability thereof may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws from time to time in effect affecting
generally, the enforcement of creditors’ rights and remedies and by general principles of equity.



(e) Litigation. There is no pending or, to the best of the Borrower’s knowledge,
threatened action, suit or proceeding affecting the Borrower or any of its Subsidiaries before any
court or other Governmental Authority or any arbitrator which may have a Material Adverse Effect.



(f) Financial Condition. The Financial Statements, copies of which have been
delivered to the Lenders, fairly present in all material respects the financial condition of the
Companies and their Subsidiaries as at the respective dates thereof and the results of operations
of the Companies and their Subsidiaries for the fiscal periods ended on such respective dates, all
in accordance with GAAP, and since December 31, 2007, there has been no event or development that
has had or may reasonably be expected to have a Material Adverse Effect.



(g) Regulations T, U and X. None of the Companies nor any of their Subsidiaries is or
will be engaged in the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulations T, U and X issued by the Board of Governors of the
Federal Reserve System), and no Letter of Credit will be used in connection with purchasing or
carrying any margin stock or the extension of credit to others for the purpose of purchasing or
carrying any margin stock.



(h) Nature of Business. The Companies and their Subsidiaries (other than Alon
Logistics) are not engaged in any business other than (i) the ownership or leasing of certain of
the Fixed Assets, the manufacturing, processing, distribution and marketing of fuel, fuel
by-products, diesel, gas, asphalt and related goods and products and other businesses incidental
thereto, and (ii) the operation of convenience stores and retail gasoline stations and other
businesses incidental thereto.



(i) Investment Company Acts. The Borrower is not an “investment company” or an
“affiliated person” or “promoter” of, or “principal underwriter” of or for, an “investment
company”, as such terms are defined in the Investment Company Act of 1940, as amended.



(j) Full Disclosure. No Loan Document or schedule or exhibit thereto, no certificate,
report, statement or other document or information furnished in writing by or on behalf of the
Borrower to the Lenders in connection herewith or with the consummation of the transactions
contemplated hereby, contains any material misstatement of fact or omits to state a material fact
or any fact necessary to make the statements contained herein or therein not misleading in any
material respect.



(k) Use of Proceeds. The Letters of Credit will be used only for the purpose of
supporting the purchase of crude oil by Alon LP for use at the Big Spring Refinery, Big Spring,
Texas.



(l) Solvency. The Borrower is Solvent after giving effect to the transactions
contemplated or required to occur by the terms of the this Agreement and the other Loan Documents.



(m) Representations and Warranties in Documents; No Default. All representations and
warranties made by the Borrower as set forth in the Loan Documents are true and correct in all
respects at the time as of which such representations were made and on the Effective Date. No
Event of Default has occurred and is continuing and no condition exists which constitutes a Default
or an Event of Default.



ARTICLE VI




COVENANTS OF COMPANIES




Section 6.01 Affirmative Covenants. So long as any Reimbursement Obligation or any
other Letter of Credit Obligations (whether or not due) shall remain unpaid or any Lender shall
have any Revolving Credit Commitment hereunder, the Borrower will, unless the Required Lenders
shall otherwise consent in writing:



(a) Reporting Requirements. Furnish to the Lenders:




(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 Borrower in each Fiscal Year, consolidated balance
sheets, consolidated statements of income and consolidated statements of cash flow of the
Borrower 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 Borrower 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 Borrower 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 Borrower 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;




(ii) as soon as available, and in any event within 90 days after the end of each Fiscal
Year of the Borrower, the audited consolidated balance sheets, consolidated statements of
income and consolidated statements of stockholders’ equity and consolidated statements of
cash flow of the Borrower 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 Borrower and
satisfactory to the Agent (it being agreed that any “Big Four” accounting firm shall be
deemed acceptable);




(iii) simultaneously with the delivery of the financial statements required by clauses
(i) and (ii) of this Section 6.01(a), a certificate of the chief financial officer of the
Borrower stating that such officer is familiar with the provisions of this Agreement and the
other Loan Documents and has made or caused to be made under his supervision a review of the
condition and operations of the Companies and their Subsidiaries during the period covered
by such financial statements with a view to determining whether the Companies and their
Subsidiaries were in compliance with all of the provisions of such Loan Documents at the
times such compliance is required by the Loan Documents, and that such review has not
disclosed, and such officer has no knowledge of, the existence during such period of an
Event of Default or Default or, if an Event of Default or such Default existed, describing
the nature and period of existence thereof and the action which the Companies and their
Subsidiaries propose to take or took with respect thereto;




(iv) promptly upon their becoming available, a copy of (A) all consultants’ reports,
investment bankers’ reports, accountants’ management letters, business plans and similar
documents, (B) all reports, financial statements or other information delivered by any of
the Companies, (C) all reports, proxy statements, financial statements and other information
generally distributed by any Company to its creditors or the financial community in general,
and (D) any audit or other reports submitted to the Company by independent accountants in
connection with any annual, interim or special audit;




(v) as soon as available and in any event within 15 days after the end of each month, a
report, in form and substance reasonably satisfactory to the Agent, setting forth a summary
of the economic terms of each Hedging Agreement to which any Company is a party, including
the obligations of such Company under such Hedging Agreement as of the end of such month,
provided that such report shall only be required to the extent the aggregate
notional amount of all such Hedging Agreements is greater than or equal to $20,000,000;




(vi) promptly after submission to any Government Authority, (A) all material documents
and information furnished to such Government Authority and (B) a copy of the cover letter
and a summary of all documents and information furnished to such Governmental Authority in
connection with any investigation of the Borrower other than routine inquiries by such
Governmental Authority; the Borrower agrees promptly to furnish copies of any documents or
information described in any such summary and to furnish additional copies of such
submissions to any consultant or adviser to the Lenders or the Agent, in each case as the
Agent may direct;




(vii) as soon as possible and in any event within five days after the occurrence of an
Event of Default or Default, or a Material Adverse Effect, the written statement of the
chief executive officer or the chief financial officer of the Borrower, setting forth the
details of such Event of Default, Default or Material Adverse Effect and the action which it
proposes to take with respect thereto;




(viii) (A) as soon as possible and in any event (1) within 30 days after the Companies
or any of their respective ERISA Affiliates knows or has reason to know that any Termination
Event described in clause (i) of the definition of Termination Event with respect to any
Employee Plan has occurred, (2) within 10 days after the Companies or any of their
respective ERISA Affiliates knows or has reason to know that any other Termination Event
with respect to any Employee Plan has occurred, or (3) within 10 days after any of the
Companies or any of their respective ERISA Affiliates knows or has reason to know that an
accumulated funding deficiency has been incurred or an application has been made to the
Secretary of the Treasury for a waiver or modification of the minimum funding standard
(including installment payments) or an extension of any amortization period under Section
412 of the Internal Revenue Code with respect to an Employee Plan, a statement of the chief
financial officer of the Borrower setting forth the details of such occurrence and the
action, if any, which the Companies or any of their respective ERISA Affiliates proposes to
take with respect thereto, (B) promptly and in any event within two Business Days after
receipt thereof by the Companies or any of their respective ERISA Affiliates from the
Pension Benefit Guaranty Corporation, copies of the notice received by the Companies or any
of their respective ERISA Affiliates of the Pension Benefit Guaranty Corporation’s intention
to terminate any Plan or to have a trustee appointed to administer any Plan, (C) promptly
and in any event within 30 days after the filing thereof with the Internal Revenue Service,
copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event
within ten days after receipt thereof by the Companies or any of their respective ERISA
Affiliates from a sponsor of a Multiemployer Plan or from the Pension Benefit Guaranty
Corporation, a copy of the notice received by the Companies or any of their respective ERISA
Affiliates concerning the imposition or amount of withdrawal liability under Section 4202 of
ERISA or indicating that such Multiemployer Plan may enter reorganization status under
Section 4241 of ERISA, and (E) promptly and in any event within ten Business Days after any
of the Companies or any of their respective ERISA Affiliates sends notice of a plant closing
or mass layoff (as defined in WARN) to employees, copies of each such notice sent by the
Companies or any of their respective ERISA Affiliates;




(ix) promptly after the commencement thereof but in any event not later than five days
after service of process with respect thereto on, or the obtaining of knowledge thereof by,
the Companies, notice of each action, suit or proceeding before any court or other
Governmental Authority or other regulatory body or any arbitrator which if adversely
determined could have a Material Adverse Effect;




(x) promptly after the commencement thereof but in any event not later than five days
after service of process with respect thereto on, or the obtaining of knowledge thereof by,
any of the Companies, notice of any material Environmental Actions against the Borrower or
any of its Subsidiaries which are reasonably likely to result in a Material Adverse Effect;
and




(xi) promptly upon request, such other information concerning the condition or
operations, financial or otherwise, of any of the Companies that the Agent from time to time
may reasonably request.



(b) Compliance with Laws, Etc. Comply, and cause each of its respective Subsidiaries
to comply, in all material respects with all applicable material laws, rules, regulations and
orders (including, without limitation, ERISA and Environmental Laws), such compliance to include,
without limitation, (i) paying before the same become delinquent all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits or upon any of its
properties, and (ii) paying all lawful claims which if unpaid might become a Lien upon any of its
properties, except to the extent contested in good faith by proper proceedings which stay the
imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to
which adequate reserves have been set aside for the payment thereof.



(c) Preservation of Existence, Etc. Maintain and preserve, and cause each of its
Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain
duly qualified and in good standing in each jurisdiction in which the character of the properties
owned or leased by them or in which the transaction of their business makes such qualification
necessary except (i) where such failure to qualify is not reasonably likely to result in a Material
Adverse Effect or (ii) to the extent expressly permitted herein.



(d) Keeping of Records and Books of Account. Keep, and cause each of its Subsidiaries
to keep, adequate records and books of account, with complete entries made in accordance with GAAP.



(e) Inspection Rights. Permit the Agent, or any agents or representatives thereof at
any time and from time to time and in any event at least annually upon reasonable notice to the
Borrower, during normal business hours to examine and make copies of and abstracts from the records
and books of account of the Borrower, and to discuss their affairs, finances and accounts with any
of the directors, officers, managerial employees, independent accountants or other representatives
thereof (all at the cost and expense of the Borrower), provided that (i) the foregoing
shall be in a manner so as to not unduly disrupt the business of the Borrower and (ii) such notice
shall not be required if an Event of Default has occurred and is continuing.



(f) Maintenance of Insurance. Maintain for the Companies and their Subsidiaries, with
responsible and reputable insurance companies or associations, insurance with respect to their
properties and business, in such amounts and covering such risks as is required by any Governmental
Authority or other regulatory body having jurisdiction with respect thereto and as is carried
generally in accordance with sound business practice by companies in similar businesses similarly
situated.



(g) Further Assurances. Do, execute, acknowledge and deliver, at the sole cost and
expense of the Borrower, all documents, instruments and agreements and take such further acts as
the Agent may reasonably require from time to time in order to carry out more effectively the
purposes of this Agreement and the other Loan Documents.



Section 6.02 Negative Covenants. So long as any principal of or interest on any
Reimbursement Obligation or any Letter of Credit Obligations (whether or not due) shall remain
unpaid or any Lender shall have any Revolving Credit Commitment hereunder, the Borrower will not
without the prior written consent of the Required Lenders:



(a) Change in Nature of Business. Make any material change in the nature of its
business as carried on at the date hereof and as specified in Section 5.01(h).



(b) Federal Reserve Regulations. Permit any Letter of Credit to be used for any
purpose which violates or is inconsistent with the provisions of Regulation T, U or X of the Board
of Governors of the Federal Reserve System.



(c) Modifications of Organizational Documents and Certain Other Agreements; Etc.
Amend, modify or otherwise change its name, jurisdiction of organization, organizational
identification number or FEIN unless the Agent receives at least 30 days’ prior written notice
thereof.



(d) Borrowing Base. Permit at any time the Borrowing Base to be less than the sum of
(i) the aggregate amount of the Letter of Credit Obligations (based on the Actual Liability
Supported), (ii) the aggregate amount of the “Letter of Credit Obligations” (as defined in the
Existing Revolving Credit Agreement, based on the Actual Liability Supported) and (iii) the
aggregate principal amount of outstanding “Revolving Credit Loans” (as defined in the Existing
Revolving Credit Agreement).



ARTICLE VII




THE AGENT




Section 7.01 Authorization and Action. Each Lender (and each subsequent holder of any
Revolving Credit Notes by its acceptance thereof) hereby irrevocably appoints and authorizes IDB,
in its capacity as the Agent, (i) to receive on behalf of each Lender any payment of principal of
or interest on the Revolving Credit Notes outstanding hereunder and all other amounts accrued
hereunder paid to the Agent, and, subject to Section 3.01 of this Agreement and the other
provisions of this Agreement, to distribute promptly to each Lender its Pro Rata Share of all
payments so received, (ii) to distribute to each Lender, if so determined by the Agent, copies of
all material notices and agreements received by the Agent and not required to be delivered to each
Lender pursuant to the terms of this Agreement, and (iii) subject to Section 9.03 of this
Agreement, to take such action as the Agent deems appropriate on its behalf to administer the
Letters of Credit and the Loan Documents and to exercise such other powers delegated to the Agent
by the terms hereof or the Loan Documents (including, without limitation, the power to give or to
refuse to give notices, waivers, consents, approvals and instructions and the power to make or to
refuse to make determinations and calculations), together with such powers as are reasonably
incidental thereto to carry out the purposes hereof and thereof. As to any matters not expressly
provided for by this Agreement and the other Loan Documents (including, without limitation,
enforcement or collection of the Revolving Credit Notes), the Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to refrain from acting
(and shall be fully protected in so acting or refraining from acting) upon the instructions of the
Required Lenders, and such instructions of the Required Lenders shall be binding upon all Lenders
and all holders of Revolving Credit Notes; provided, however, that the L/C Issuer
shall not be required to refuse to honor a drawing under any Letter of Credit and the Agent shall
not be required to take any action which, in the reasonable opinion of the Agent, exposes the Agent
to liability or which is contrary to this Agreement or any Loan Document or applicable law.



Section 7.02 Borrower’s Default. In the event that (i) the Borrower fails to pay when
due the principal of or interest on any Revolving Credit Notes or any Reimbursement Obligation or
any amount payable hereunder, or (ii) the Agent receives written notice of the occurrence of an
Event of Default, the Agent shall promptly give written notice thereof to the Lenders, and the
Agent shall take such action with respect to such Event of Default as it shall be directed to take
by the Required Lenders; provided, however, that, unless and until the Agent shall
have received such directions and except as otherwise expressly provided in this Agreement, the
Agent may take such action or refrain from taking such action hereunder or under the other Loan
Documents with respect to an Event of Default or Default, as it shall deem advisable in the best
interest of the Lenders.



Section 7.03 Reliance, Etc. None of the Agent or any of its directors, officers,
agents, Affiliates or employees shall be liable for any action taken or omitted to be taken by it
under or in connection with this Agreement or the other Loan Documents, except for its own gross
negligence or willful misconduct as determined by a final judgment of a court of competent
jurisdiction. Without limiting the generality of the foregoing, the Agent (i) may treat the payee
of any Revolving Credit Notes as the holder thereof until the Agent receives written notice of the
assignment or transfer thereof, pursuant to Section 9.08 hereof, signed by such payee and in form
satisfactory to it; (ii) may consult with legal counsel (including, without limitation, counsel to
the Borrower), independent public accountants, and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any
Lender and shall not be responsible to any Lender for any statements, certificates, warranties or
representations made in or in connection with this Agreement or the other Loan Documents; (iv)
shall not have any duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of this Agreement or the other Loan Documents on the part of any
Person; (v) shall not be responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or the other Loan Documents or
any other instrument or document furnished pursuant hereto or thereto; (vi) shall not be deemed to
have made any representation or warranty regarding the existence, value or collectibility of the
Borrowing Base or any certificate prepared by the Borrower in connection therewith, nor shall the
Agent be responsible or liable to the Lenders for any failure to monitor or maintain the Borrowing
Base, except for its own gross negligence or willful misconduct as determined by a final judgment
of a court of competent jurisdiction; and (vii) shall incur no liability under or in respect of
this Agreement or the other Loan Documents by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telegram, telecopy, cable or telex) believed by it to be
genuine and signed or sent by the proper party or parties.



Section 7.04 IDB and Bank Leumi.



(a) With respect to the Revolving Credit Notes issued to it and its participation in the
Letters of Credit, IDB and its Affiliates shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not the Agent, a
Co-Arranger or an L/C Issuer; and the term “Lender” or “any Lenders” shall, unless otherwise
expressly indicated, include IDB in its individual capacity. IDB and its Affiliates may accept
deposits from, lend money to, act as trustee or paying agent under indentures of, and generally
engage in any kind of business with, the Borrower, any of its Affiliates, or any Person who may do
business with or own securities of the Borrower or any Company, or any of their Affiliates, all as
if IDB were not the Agent, a Co-Arranger or an L/C Issuer and without any duty to account therefor
to any Lenders.



(b) With respect to the Revolving Credit Notes issued to it and its participation in the
Letters of Credit, Bank Leumi and its Affiliates shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not a Co-Arranger or an
L/C Issuer; and the term “Lender” or “any Lenders” shall, unless otherwise expressly indicated,
include Bank Leumi in its individual capacity. Bank Leumi and its Affiliates may accept deposits
from, lend money to, act as trustee or paying agent under indentures of, and generally engage in
any kind of business with, the Borrower, any of its Affiliates, or any Person who may do business
with or own securities of the Borrower or any Company, or any of their Affiliates, all as if Bank
Leumi were not a Co-Arranger or an L/C Issuer and without any duty to account therefor to any
Lenders.



Section 7.05 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent or any other Lender, made its own credit analysis
and decision to enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon the Agent or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement and the other Loan Documents.



Section 7.06 Indemnification. Each Lender agrees to indemnify and hold harmless the
Agent (to the extent not reimbursed by the Borrower), ratably according to the Pro Rata Shares of
each Lender, from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out
of this Agreement or the other Loan Documents or any action taken or omitted by the Agent under
this Agreement or the other Loan Documents; provided, however, that no Lender shall
be liable to the Agent for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements for which there has been a
final judicial determination that such resulted from the Agent’s gross negligence or willful
misconduct. Without limiting the foregoing, each Lender agrees to reimburse the Agent promptly
upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees,
disbursements and other charges) incurred by the Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement (whether through
negotiation, legal proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement or the other Loan Documents, to the extent that the Agent,
as applicable, is not reimbursed in full for such expenses by the Borrower. The obligations of
each Lender under this Section 7.06 shall survive the termination of this Agreement and the other
Loan Documents and the payment of all other obligations of the Agent and the Lenders under this
Agreement and the other Loan Documents.



Section 7.07 Successor Agent. The Agent may resign at any time by giving written
notice thereof to the Lenders and the Borrower. Upon any such resignation, (i) Bank Leumi shall
have the right to become the successor Agent or to appoint one of its Affiliates to become the
successor Agent, with such rights and obligations hereunder as those previously held by the
retiring Agent, and (ii) if Bank Leumi does not choose to become the Agent or appoint the Agent
pursuant to clause (i), then the Borrower shall have the right to appoint a successor Agent
reasonably acceptable to Bank Leumi and the Required Lenders, with such rights and obligations
hereunder as those previously held by the retiring Agent, provided, the successor Agent may be
appointed by the Required Lenders without any consultation with or consent of the Borrower if an
Event of Default or Default has occurred and is continuing. If no successor Agent shall have been
so appointed pursuant to clause (ii) above, and shall have accepted such appointment, within 30
days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on
behalf of the Lenders, appoint a successor Agent, which shall be a Lender or a commercial bank or
other financial institution organized under the laws of the United States of America or any State
thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of
any appointment as Agent hereunder by a successor Agent such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties of the retiring
Agent and the retiring Agent shall be discharged from its duties and obligations under this
Agreement and the other Loan Documents. After any retiring Agent’s resignation hereunder as the
Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was the Agent under this Agreement and the other Loan Documents.



ARTICLE VIII




EVENTS OF DEFAULT




Section 8.01 Events of Default. If any of the following Events of Default shall occur
and be continuing:



(a) The Borrower shall fail to pay (i) any principal on any Reimbursement Obligation when due
(whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) or (ii) any
interest thereon or any fee or other amount when due under any Loan Document and, in the case of
this clause (ii), such failure shall continue unremedied for more than three Business Days;



(b) Any representation or warranty made by the Borrower or any officer of the Borrower under
or in connection with any Loan Document shall have been incorrect in any material respect when
made;



(c) (i) The Borrower shall fail to perform or observe (A) any covenant contained in
subparagraphs (i), (ii), (iv) or (vi) of Section 6.01(a) hereof and such failure shall continue
unremedied for more than 10 days, or (B) any covenant contained in subsections (b), (d) or (g) of
Section 6.01 hereof and such failure shall continue unremedied for more than five days after the
earlier of the date written notice of such failure shall have been given by the Agent or the
Required Lenders to the Borrower and the date a Responsible Officer of the Borrower becomes aware
of such failure or (ii) the Borrower shall fail to observe any covenant contained in Section 6.02
hereof;



(d) The Borrower shall fail to perform or observe any other term, covenant or agreement, other
than as set forth in Sections 8.01(a), (b) and (c) above, contained in any Loan Document to be
performed or observed by the Borrower and such failure, if capable of being remedied, shall remain
unremedied for 15 days after the earlier of the date written notice of such failure shall have been
given by the Agent or the Required Lenders to the Borrower and the date a Responsible Officer of
the Borrower becomes aware of such failure;



(e) The Borrower shall fail to pay any of its Indebtedness (excluding Indebtedness evidenced
by the Loan Documents) in excess of $15,000,000 or any principal, interest or premium thereon, when
due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and
such failure shall continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Indebtedness, or any other default under any agreement or instrument
relating to any such Indebtedness, or any other event, shall occur and shall continue after the
applicable grace period, if any, specified in such agreement or instrument, if the effect of such
default or event is to accelerate, or to permit the acceleration of, the maturity of such
Indebtedness; or any such Indebtedness in excess of such amount shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled required prepayment or by
mandatory prepayment arising as a result of an asset sale or excess cash flow provision), prior to
the stated maturity thereof;



(f) Any provision of any Loan Document shall at any time for any reason be declared by a court
of competent jurisdiction to be null and void, or the validity or enforceability thereof shall be
contested by the Borrower, or a proceeding shall be commenced by the Borrower or any Governmental
Authority or other regulatory body having jurisdiction over the Borrower that could reasonably be
expected to result in a Material Adverse Effect, seeking to establish the invalidity or
unenforceability thereof, or the Borrower shall deny in writing that the Borrower has any liability
or obligation purported to be created under any Loan Document;



(g) The Borrower (i) shall institute any proceeding or voluntary case seeking to adjudicate it
a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other similar official for
the Borrower or for any substantial part of its property, (ii) shall be generally not paying its
debts as such debts become due, or shall admit in writing its inability to pay its debts generally,
(iii) shall make a general assignment for the benefit of creditors, or (iv) shall take any action
to authorize or effect any of the actions set forth above in this subsection (g);



(h) Any proceeding shall be instituted against the Borrower seeking to adjudicate it a
bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official for the Borrower or
for any substantial part of its property, and either such proceeding shall remain undismissed or
unstayed for a period of 60 days or any of the actions sought in such proceeding (including,
without limitation, the entry of an order for relief against it or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part of its property)
shall occur;



(i) A Change of Control shall have occurred;



(j) The occurrence of any event or series of events which has had a Material Adverse Effect;



(k) The Borrower shall permit the Borrowing Base to be less than the sum of (i) the aggregate
amount of the Letter of Credit Obligations (based on the Actual Liability Supported), (ii) the
aggregate amount of the “Letter of Credit Obligations” (as defined in the Existing Revolving Credit
Agreement, based on the Actual Liability Supported) and (iii) the aggregate principal amount of
outstanding “Revolving Credit Loans” (as defined in the Existing Revolving Credit Agreement);



(l) An “Event of Default” (as defined in the Existing Term Loan Agreement) shall have occurred
under the Existing Term Loan Agreement or any other Existing Term Loan Document;



(m) An “Event of Default” (as defined in the Existing Revolving Credit Agreement) shall have
occurred under the Existing Revolving Credit Agreement (as amended or otherwise modified from time
to time); or



(n) An “Event of Default” (as defined in the Bank of America Credit Agreement) shall have
occurred under the Bank of America Credit Agreement;



then, and in any such event, with the consent of the Required Lenders the Agent may, or upon the
request of the Required Lenders, the Agent shall, by notice to the Borrower, (i) declare the Total
Commitment to be reduced to zero, whereupon the Total Commitment shall forthwith be reduced to
zero, (ii) declare all Reimbursement Obligations, all interest thereon and all other Obligations
and other amounts payable under this Agreement to be forthwith due and payable, whereupon all
Reimbursement Obligations, all such interest and all such Obligations and amounts shall become and
be forthwith due and payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Borrower; provided, however, that
upon the occurrence of any Event of Default described in subsections (g) or (h) of this Section
8.01, all Reimbursement Obligations, all such interest and all such other Obligations and amounts
shall become and be forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are expressly waived by the Borrower, and (iii) exercise any and
all of its other rights under applicable law, hereunder and under the other Loan Documents. Upon
demand by the Agent after the occurrence and during the continuation of any Event of Default, the
Borrower shall deposit with the Agent with respect to each Letter of Credit then outstanding cash
in an amount equal to 105% of the greatest amount for which such Letter of Credit may be drawn.
Such deposits shall be held by the Agent in the Letter of Credit Collateral Account as security
for, and to provide for the payment of, the Letter of Credit Obligations.



ARTICLE IX




MISCELLANEOUS




Section 9.01 Termination; Annual Review.



(a) The Borrower may terminate the Total Commitment and reduce it to zero in accordance with
Section 2.04, and the Total Commitment and this Agreement shall terminate in accordance with the
last paragraph of Section 8.01.



(b) The Total Commitment and this Agreement shall automatically terminate and all Obligations
shall become immediately due and payable on the earlier of (i) the Termination Date and (ii) the
date upon which all of the obligations outstanding under the Existing Revolving Credit Agreement
shall have been repaid and the “Revolving Credit Commitments” under the Existing Revolving Credit
Agreement shall have been terminated, or the date upon which the “Revolving Credit Commitments”
under the Existing Revolving Credit Agreement shall for any other reason terminate.



(c) All Obligations shall become due and payable as of the date of any termination under
Section 2.04(a), Section 9.01(a) or 9.01(b) and, pending a final accounting, the Agent may withhold
any balances in the Loan Account (unless supplied with an indemnity satisfactory to the Agent) to
cover all of the Obligations, whether absolute or contingent. All of the Agent’s and the Lenders’
rights shall continue after any termination until all Obligations, other than contingent
indemnification for which no claim has been asserted, for the payment of money have been paid in
cash and satisfied in full and all Letters of Credit have been canceled and returned to each L/C
Issuer or cash collateralized to the reasonable satisfaction of the Agent. After such payment and
satisfaction, the Agent and the Lenders will, upon the reasonable request of the Borrower, execute
all documents necessary to release, without recourse, representation and warranty.



(d) On or prior to July 31 of each year (commencing July 31, 2008), the Borrower shall provide
the Agent with a certificate certifying and attaching any supporting calculations or details that:
(i) the representations and warranties contained in Section 5.01 of this Agreement and in each
other Loan Document and certificate or other writing delivered to either the Agent, an L/C Issuer
or the Lenders pursuant hereto on or prior to such date are true and correct on and as of such date
as though made on and as of such date, except to the extent that any such representation or
warranty expressly relates solely to an earlier date (in which case any such representation or
warranty shall be true and correct on and as of such earlier date), and (ii) no Event of Default or
Default has occurred and is continuing.



Section 9.02 Notices, Etc. All notices and other communications provided for
hereunder shall be in writing and shall be mailed, sent by overnight courier, telecopied, or
delivered, if to any Lender, at its address specified under its signature on the signature pages
hereof; if to the Borrower, at the following address:



Alon USA Energy Inc.



7616 LBJ Freeway, Suite 300



Dallas, Texas 75251



Attention: Mr. Michael Oster



Mr. Harlin R. Dean, Jr.



Mr. Shai Even



Telephone: (972) 367-4000



Telecopier: (972) 367-3724



if to the Agent, to it at the following address:



Israel Discount Bank of New York



511 Fifth Avenue



New York, New York 10017



Attention: Mr. Amir Barash



Telephone: (212) 551-8126



Telecopier: (212) 599-4276



with a copy to



Schulte Roth & Zabel LLP



919 Third Avenue



New York, New York 10022



Attention: Lawrence S. Goldberg, Esq.



Telephone: (212) 756-2000



Telecopier: (212) 593-5955



or, as to each party, at such other address as shall be designated by such party in a written
notice to the other party complying as to delivery with the terms of this Section 9.02. All such
notices and other communications shall be effective (i) if mailed (by certified mail, postage
prepaid and return receipt requested), upon receipt or three Business Days after mailing whichever
occurs first, (ii) if telecopied, when transmitted and a confirmation is received, provided the
same is on a Business Day and, if not, on the next Business Day, (iii) if sent by overnight
courier, upon receipt or two Business Days after delivered to such overnight courier, whichever
occurs first or (iv) if delivered, upon delivery, provided the same is on a Business Day and, if
not, on the next Business Day, except that notices to the Agent or the L/C Issuer pursuant to
Articles II and III hereof shall not be effective until received by the Agent or the L/C Issuer, as
the case may be.



Section 9.03 Amendments, Etc. No amendment or waiver of any provision of this
Agreement or the other Loan Documents, and no consent to any departure by the Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed by the Borrower and
the Required Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that no
amendment, waiver or consent shall (i) increase the Revolving Credit Commitment of any Lender,
reduce the principal of, or interest on, the Reimbursement Obligations payable to any Lender,
reduce the amount of any fee payable for the account of any Lender, or postpone or extend any date
fixed for any payment of principal of, or interest or fees on, the Letter of Credit Obligations
payable to any Lender, in each case without the written consent of any Lender affected thereby,
(ii) increase the Total Commitment without the written consent of each Lender, (iii) change the
percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the
Revolving Credit Notes, or amend the definition of “Required Lenders,” without the written consent
of each Lender, (iv) amend, modify or waive Section 9.01 or this Section 9.03 of this Agreement
without the written consent of each Lender, or (v) amend the definition of “Borrowing Base” if the
effect of such amendment is to increase Availability without the written consent of each Lender.
Notwithstanding the foregoing, no amendment, waiver or consent shall affect the rights or duties of
the Agent or the L/C Issuer with respect to a Letter of Credit under this Agreement or the other
Loan Documents, unless the same shall have been signed by the Agent or the L/C Issuer, as
applicable.



Section 9.04 No Waiver; Remedies, Etc. No failure on the part of the L/C Issuer, any
Lender or the Agent to exercise, and no delay in exercising, any right hereunder or under any other
Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any
right under any Loan Document preclude any other or further exercise thereof or the exercise of any
other right. The rights and remedies of the L/C Issuer, the Lenders and the Agent provided herein
and in the other Loan Documents are cumulative and are in addition to, and not exclusive of, any
rights or remedies provided by law. The rights of the Lenders, the L/C Issuer and the Agent under
any Loan Document against any party thereto are not conditional or contingent on any attempt by the
Lenders, the L/C Issuer and the Agent to exercise any of their rights under any other Loan Document
against such party or against any other Person.



Section 9.05 Expenses; Taxes; Attorneys’ Fees. The Borrower agrees to pay or cause to
be paid, on demand, and to save the Agent (and, in the case of clauses (a) and (c) through (k)
below, the Lenders) harmless against liability for the payment of, all reasonable out-of-pocket
fees, costs and expenses, regardless of whether the transactions contemplated hereby are
consummated, including but not limited to reasonable fees, costs and expenses of counsel for the
Agent (and, in the case of clauses (c) through (k) below, the Lenders), accounting, due diligence,
periodic field audits, investigation, monitoring of assets, syndication, miscellaneous
disbursements, examination, travel, lodging and meals, incurred by the Agent (and, in the case of
clauses (a) and (c) through (k) below, the Lenders) from time to time arising from or relating to:
(a) the negotiation, preparation, execution, delivery, performance and administration of this
Agreement and the other Loan Documents, (b) any requested amendments, waivers or consents to this
Agreement or the other Loan Documents, whether or not such documents become effective or are given,
(c) the preservation and protection of any of the Agent’s and the Lenders’ rights under this
Agreement or the other Loan Documents, (d) the defense of any claim or action asserted or brought
against the Agent or the Lenders by any Person that arises from or relates to this Agreement, any
other Loan Document, the Agent’s or the Lenders’ claims against the Borrower, or any and all
matters in connection therewith, (e) the commencement or defense of, or intervention in, any court
proceeding arising from or related to this Agreement or any other Loan Document, (f) the filing of
any petition, complaint, answer, motion or other pleading by the Agent or the Lenders, (g) any
attempt to collect from the Borrower, (h) the receipt of any professional advice with respect to
any of the foregoing (including, without limitation, with respect to any restructuring, work-out or
renegotiation of any Loan Document), (i) all liabilities and reasonable costs arising from or in
connection with the past, present or future operations of the Borrower (or any Affiliate of the
foregoing) involving any damage to real or personal property or natural resources or harm or injury
alleged to have resulted from any Release of Hazardous Materials on, upon or into such property,
(j) any reasonable costs or liabilities incurred in connection with the investigation, removal,
cleanup and/or remediation of any Hazardous Materials present or arising out of the operations of
any facility of the Borrower, or (k) any liabilities or reasonable costs incurred in connection
with any Lien arising under any Environmental Law. Without limitation of the foregoing or any
other provision of any Loan Document: (x) the Borrower agrees to pay all stamp, document,
transfer, recording or filing taxes or fees (including, without limitation, mortgage recording
taxes) and similar impositions now or hereafter payable pursuant to Section 2.05 hereof, and the
Borrower agrees to save the Agent, the L/C Issuer and the Lenders harmless from and against any and
all present or future claims, liabilities or losses with respect to or resulting from any omission
to pay or delay in paying any such taxes, fees or impositions in accordance with such Section 2.05,
and (y) if the Borrower fails to perform any covenant or agreement contained herein or in any other
Loan Document, the Agent may itself perform or cause performance of such covenant or agreement, and
the expenses of the Agent incurred in connection therewith shall be reimbursed on demand by the
Borrower.



Section 9.06 Right of Set Off. Upon the occurrence and during the continuance of any
Event of Default, each Lender and its Affiliates may, and is hereby authorized to, at any time and
from time to time, without notice to the Borrower (any such notice being expressly waived by the
Borrower) and to the fullest extent permitted by law, set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other indebtedness
at any time owing by such Lender or its Affiliates to or for the credit or the account of the
Borrower against any and all obligations of the Borrower now or hereafter existing under any Loan
Document, irrespective of whether or not such Lender or its Affiliates shall have made any demand
hereunder or thereunder and although such obligations may be contingent or unmatured. Such set-off
shall be subject to the provisions of Section 3.02. Such Lender agrees to notify the Borrower
promptly after any such set-off and application made by such Lender or its Affiliates,
provided that the failure to give such notice shall not affect the validity of such set-off
and application. The rights of each Lender and its Affiliates under this Section 9.06 are in
addition to the other rights and remedies (including, without limitation, other rights of set-off)
which such Lender may have.



Section 9.07 Severability. Any provision of this Agreement, or of any other Loan
Document to which the Borrower is a party, which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.



Section 9.08 Assignments and Participations.



(a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a portion of its
Revolving Credit Commitment, the Revolving Credit Notes held by it and its Pro Rata Share of Letter
of Credit Obligations); provided, however, that (1) the consent of the Agent and
the Borrower shall not be required for any such assignment by a Lender to one or more of such
Lender’s Affiliates, (2) each such assignment is in an amount which is at least $10,000,000 or a
multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Revolving Credit
Commitment), (3) each such assignment shall be of a constant, and not a varying, percentage of all
of the assigning Lender’s rights and obligations under this Agreement, (4) such assignee shall
execute and deliver an Assignment and Acceptance to the Agent, (5) the parties to each such
assignment shall execute and deliver to the Agent, for its acceptance, an Assignment and
Acceptance, together with any Revolving Credit Notes subject to such assignment, (6) such parties
shall deliver to the Agent a processing and recordation fee of $3,500 (except in the case of any
assignment by a Lender to one or more of its Affiliates in which case such fee will not be
payable), and (7) such assignee shall reimburse the Agent for any out-of-pocket expenses (including
reasonable legal fees) incurred in connection therewith. Notwithstanding the foregoing, in no
event shall any assignment be made to the Borrower or any Affiliate of the Borrower without the
prior written consent of the Required Lenders, which consent may be withheld by the Required
Lenders in their sole and absolute discretion. Upon such execution, delivery and acceptance, from
and after the effective date specified in each Assignment and Acceptance, which effective date
shall be at least three Business Days after the delivery thereof to the Agent (or such shorter
period as shall be agreed to by the Agent and the parties to such assignment), (A) the assignee
thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations
hereunder held by it immediately prior to such effective date, have the rights and obligations
hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the
assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released
from its obligations under this Agreement (and, in the case of an Assignment and Acceptance
covering all or the remaining portion of an assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto). Any such assignment shall not adversely
affect the Borrower’s rights under this Agreement except that the assigning Lender shall not be
responsible for the obligations assigned.



(b) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder
and the assignee thereunder confirm to and agree with each other and the other parties hereto that:
(i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement of any other
instrument or document furnished pursuant hereto, and (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
the Borrower or its Subsidiaries or the performance or observance by such Borrower or any of its
Subsidiaries of any of their obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto.



(c) The Agent shall maintain at its address referred to in Section 9.02 hereof a copy of each
Assignment and Acceptance delivered to and accepted by it. Such copies shall be available for
inspection by the Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.



(d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an
assignee Lender, together with the Revolving Credit Notes subject to such assignment and the
processing and recordation fee, if the Agent consents, which consent will not be unreasonably
withheld, to the proposed Assignment, the Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit A hereto, (i) accept such Assignment and
Acceptance, and (ii) give prompt notice thereof to the Borrower. Within three Business Days after
its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the
Agent in exchange for the surrendered Revolving Credit Notes a new Revolving Credit Notes to the
order of such assignee Lender in an aggregate principal amount equal to the Revolving Credit
Commitment assumed by it pursuant to such Assignment and Acceptance, and if the assigning Lender
has retained any Revolving Credit Commitment hereunder, a new Revolving Credit Notes to the order
of the assigning Lender in an aggregate principal amount equal to the Revolving Credit Commitment
retained by it hereunder. Such new Revolving Credit Notes or Revolving Credit Notes shall be in an
aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving
Credit Notes or Revolving Credit Notes, shall be dated the date of the Agent’s acceptance of such
Assignment and Acceptance and shall otherwise be in form and substance reasonably satisfactory to
the Agent. Promptly after each such Assignment and Acceptance becomes effective, the Agent shall
prepare and distribute to each Lender and the Borrower a revised Schedule B hereto after giving
effect to such assignment, which revised Schedule B shall replace the prior Schedule B and become
part of this Agreement.



(e) Each Lender may sell participations in or to all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a portion of its Revolving
Credit Commitment and the Revolving Credit Notes held by it and the Letter of Credit Obligations).
Participants shall have no direct rights under this Agreements except that participants shall have
the rights of a Lender under Section 9.06 hereof, provided that no Lender may grant any
participant any rights to consent to any amendment, waiver, consent or other modification hereunder
other than the rights set forth in the proviso in Section 9.03, and provided further that no Lender
may grant participations to the Borrower or any Affiliate of the Borrower without the prior written
consent of the Required Lenders, which consent may be withheld by the Required Lenders in their
sole and absolute discretion.



(f) Nothing contained in this Section 9.08 shall prohibit any Lender from pledging its
Revolving Credit Note hereunder to a Federal Reserve Bank in support of borrowings made by such
Lender from such Federal Reserve Bank.



Section 9.09 Counterparts. This Agreement 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.



Section 9.10 Headings. Section headings herein are included for convenience of
reference only and shall not constitute a part of this Agreement for any other purpose.



Section 9.11 Governing Law.



(a) THIS AGREEMENT, THE REVOLVING CREDIT NOTES AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.



(b) Any legal action or proceeding with respect to this Agreement or any other Loan Document
may be brought in the courts of the State of New York or of the United States for the Southern
District of New York, and, by execution and delivery of this Agreement, the Borrower hereby
irrevocably accepts in respect of its property, generally and unconditionally, the jurisdiction of
the aforesaid courts. The Borrower further irrevocably consents to the service of process out of
any of the aforementioned courts and in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to the Borrower at its addresses for
notices contained in Section 9.02, such service to become effective ten (10) days after such
mailing. The Borrower hereby irrevocably appoints the Secretary of State of the State of New York
as its agent for service of process in respect of any such action or proceeding. Nothing herein
shall affect the right of the Agent to service of process in any other manner permitted by law or
to commence legal proceedings or otherwise proceed against the Borrower in any other jurisdiction.
The Borrower hereby expressly and irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of venue of any such litigation brought
in any such court referred to above and any claim that any such litigation has been brought in an
inconvenient forum. To the extent that the Borrower has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service or notice, attachment
prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its
property, such Person hereby irrevocably waives such immunity in respect of its obligations under
this Agreement and the other Loan Documents.



Section 9.12 Waiver of Jury Trial, Etc. THE BORROWER, THE LENDERS AND THE AGENT
HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY
RIGHTS UNDER THIS AGREEMENT, THE NOTES OR OTHER LOAN DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER,
CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED
IN CONNECTION THEREWITH, OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS
AGREEMENT, AND AGREE THAT ANY SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY. THE BORROWER CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR
ATTORNEY OF THE AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR ANY
LENDER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE
FOREGOING WAIVERS. THE BORROWER HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT.



Section 9.13 Consent by the Agent, Lenders. Except as otherwise expressly set forth
herein to the contrary, if the consent, approval, satisfaction, determination, judgment, acceptance
or similar action (an “Action”) of the Agent or the Lenders shall be permitted or required
pursuant to any provision hereof or any provision of any other agreement to which the Borrower is a
party and to which the Agent or the Lenders has succeeded thereto, such Action shall be required to
be in writing and may be withheld or denied by any Agent or any Lender, as the case may be, with or
without any reason, and without being subject to question or challenge on the grounds that such
Action was not taken in good faith.



Section 9.14 No Party Deemed Drafter. The parties hereto hereby agree that no party
hereto shall be deemed to be the drafter of this Agreement, and the Borrower, the Lenders and the
Agent further agree that, in the event this Agreement is ever construed by a court of law, such
court shall not construe this Agreement or any provision of this Agreement against any party hereto
as the drafter of this Agreement.



Section 9.15 Reinstatement; Certain Payments. If claim is ever made upon the Agent,
the Lenders or the L/C Issuer for repayment or recovery of any amount or amounts received by the
Agent, the Lenders or the L/C Issuer in payment or on account of any of the Obligations under this
Agreement, the Agent, the Lenders or the L/C Issuer shall give prompt notice of such claim to each
other Lender and the L/C Issuer, the Borrower, and if the Agent, the Lenders or the L/C Issuer
repays all or part of said amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over the Agent, the Lenders or the L/C Issuer or any of
their property, or (ii) any good faith settlement or compromise of any such claim effected by the
Agent with any such claimant, then and in such event the Borrower agrees that (A) any such
judgment, decree, order, settlement or compromise shall be binding upon the Borrower
notwithstanding the cancellation of any Revolving Credit Notes or other instrument evidencing the
Obligations under this Agreement or the other Loan Documents or the termination of this Agreement
or the other Loan Documents, and (B) it shall be and remain liable to the Agent, the Lenders or the
L/C Issuer hereunder for the amount so repaid or recovered to the same extent as if such amount had
never originally been received by the Agent, the Lenders or the L/C Issuer.



Section 9.16 Indemnification. In addition to all of the Borrower’s other Obligations
under this Agreement, the Borrower agrees to defend, protect, indemnify and hold harmless the
Agent, the L/C Issuer, each Lender, and each Lender’s Affiliates, and all of the respective
officers, directors, employees, attorneys, consultants and Agent of the Agent, the L/C Issuer, each
Lender and each Lender’s Affiliates (collectively called the “Indemnitees”) from and
against any and all losses, damages, liabilities, obligations, penalties, fees, reasonable costs
and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses)
incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether
direct, indirect or consequential, as a result of or arising from or relating to or in connection
with any of the following: (i) the negotiation, preparation, execution or performance or
enforcement of this Agreement, any Loan Document or of any other document executed in connection
with the transactions contemplated by this Agreement, (ii) the Lenders’ furnishing of funds to the
Borrower or the L/C Issuer’s issuing Letters of Credit for the account of the Borrower under this
Agreement, including, without limitation, the management of any such Reimbursement Obligations,
(iii) any matter relating to the financing transactions contemplated by this Agreement or by any
document executed in connection with the transactions contemplated by this Agreement, or (iv) any
claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided,
however, that the Borrower shall have no obligation to any Indemnitee hereunder for any
Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of such
Indemnitee, as determined by a final judgment of a court of competent jurisdiction. Such
indemnification for all of the foregoing losses, damages, fees, costs and expenses of the
Indemnitees are chargeable against the Loan Account. To the extent that the undertaking to
indemnify, pay and hold harmless set forth in this Section 9.16 may be unenforceable because it is
violative of any law or public policy, the Borrower shall contribute the maximum portion which they
are permitted to pay and satisfy under applicable law, to the payment and satisfaction of all
Indemnified Matters incurred by the Indemnitees. This Indemnity shall survive the repayment of the
Obligations and the discharge of the Liens granted under the Loan Documents.



Section 9.17 Environmental Indemnification. Without limiting Section 9.16, the
Borrower hereby agrees to defend, indemnify, and hold harmless the Indemnitees against any claims,
demands, penalties, fines, liability (strict liability), losses, damages, reasonable costs and
expenses (including without limitation, reasonable legal fees and expenses, consultant fees and
laboratory fees) and Environmental Costs arising out of (i) any Releases or threatened Releases (x)
at any property presently or formerly owned or operated by any Company or any Subsidiary of a
Company, or a predecessor in interest to the extent relating to any Refinery, Terminal or Pipeline,
or (y) of any Hazardous Materials generated and disposed of by any Company or any Subsidiary of a
Company, or any predecessor in interests to the extent relating to any Refinery, Terminal or
Pipeline; (ii) any violations of Environmental Laws; (iii) any Environmental Action relating to any
Company or any Subsidiary of a Company, or any predecessor in interests as to the extent relating
to any Refinery, Terminal or Pipeline; or (iv) any personal injury (including wrongful death) or
property damage (real or personal) arising out of exposure to Hazardous Materials used, handled,
generated, transported or disposed by the any Company or any Subsidiary of a Company, or any
predecessor in interest to the extent relating to any Refinery, Terminal or Pipeline. However, the
Borrower shall not have any obligation under this Section 9.17 regarding any potential
environmental matter covered hereunder which is caused by the gross negligence or willful
misconduct of the Lender, the Agent or its employees, agents, officers and directors. This
Environmental Indemnity shall survive the repayment of the Obligations granted under the Loan
Documents.



Section 9.18 Binding Effect. This Agreement shall become effective when it shall have
been executed by the Borrower, the Agent and the Lenders and when the conditions precedent set
forth in Section 4.01 hereof have been satisfied or waived by the Agent, and thereafter shall be
binding upon and inure to the benefit of the Borrower, the Agent and each Lender, and their
respective successors and assigns, except that the Borrower shall not have the right to assign
their rights hereunder or any interest herein without the prior written consent of all the Lenders,
and the assignment by any Lender shall be governed by Section 9.08 hereof.



Section 9.19 Interest. It is the intention of the parties hereto that each Lender
shall conform strictly to usury laws applicable to it. Accordingly, if the transactions
contemplated hereby would be usurious as to any Lender under laws applicable to it (including the
laws of the United States of America and any state thereof or any other jurisdiction whose laws may
be mandatorily applicable to such Lender notwithstanding the other provisions of this Agreement),
then, in that event, notwithstanding anything to the contrary in any of the Loan Documents or any
agreement entered into in connection with or as security for the Revolving Credit Notes or any
other Obligations, it is agreed as follows: (a) the aggregate of all consideration which
constitutes interest under law applicable to any Lender that is contracted for, taken, reserved,
charged or received by such Lender under any of the Loan Documents or agreements or otherwise in
connection with the Revolving Credit Notes shall under no circumstances exceed the maximum amount
allowed by such applicable law, and any excess shall be canceled automatically and if theretofore
paid shall be credited by such Lender on the principal amount of the Obligations (or, to the extent
that the principal amount of the Obligations shall have been or would thereby be paid in full,
refunded by such Lender to the Borrower); and (b) in the event that the maturity of the Revolving
Credit Notes is accelerated by reason of an election of the holder thereof resulting from any Event
of Default under this Agreement or otherwise, or in the event of any required or permitted
prepayment, then such consideration that constitutes interest under law applicable to any Lender
may never include more than the maximum amount allowed by such applicable law, and excess interest,
if any, provided for in this Agreement or otherwise shall be canceled automatically by such Lender
as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by
such Lender on the principal amount of the Obligations (or, to the extent that the principal amount
of the Obligations shall have been or would thereby be paid in full, refunded by such Lender to the
Borrower). All sums paid or agreed to be paid to any Lender for the use, forbearance or detention
of sums due hereunder shall, to the extent permitted by law applicable to such Lender, be
amortized, prorated, allocated and spread throughout the full term of the Obligations until payment
in full so that the rate or amount of interest on account of any Obligations hereunder does not
exceed the maximum amount allowed by such applicable law. If at any time and from time to time (i)
the amount of interest payable to any Lender on any date shall be computed at the Highest Lawful
Rate applicable to such Lender pursuant to this Section 9.19, and (ii) in respect of any subsequent
interest computation period the amount of interest otherwise payable to such Lender would be less
than the amount of interest payable to such Lender computed at the Highest Lawful Rate applicable
to such Lender, then the amount of interest payable to such Lender in respect of such subsequent
interest computation period shall continue to be computed at the Highest Lawful Rate applicable to
such Lender until the total amount of interest payable to such Lender shall equal the total amount
of interest which would have been payable to such Lender if the total amount of interest had been
computed without giving effect to this Section 9.19. For purposes of this Section 9.19,
"Highest Lawful Rate” means, with respect to each Lender, the maximum nonusurious interest
rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged
or received on the Revolving Credit Notes or on other Obligations under laws applicable to such
Lender which are presently in effect or, to the extent allowed by law, under such applicable laws
which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow. To the extent that Chapter 303 of the Texas Finance Code is relevant for
the purpose of determining the Highest Lawful Rate, such Lender elects to determine the applicable
rate ceiling under such Chapter by the indicated weekly rate ceiling from time to time in effect.



Section 9.20 Entire Agreement. THE LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDE ALL OTHER AGREEMENTS AND UNDERSTANDINGS BETWEEN
SUCH PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF. THE LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.



Section 9.21 Patriot Act. Each Lender hereby notifies the Borrower that pursuant to
the requirements of the Patriot Act, it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the Borrower and other
information that will allow such Lender to identify the Borrower in accordance with the Patriot
Act.



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



Borrower:



ALON USA ENERGY, INC.



By: /s/ Shai Even

Name: Shai Even

Title: Vice President and Chief Financial Officer




Agent and Lender:



ISRAEL DISCOUNT BANK OF NEW YORK



By: /s/ Howard Weinberg

Name: Howard Weinberg

Title: Senior Vice President




By: /s/ Mali Golan

Name: Mali Golan

Title: AVP




Lender and Co-arranger:



BANK LEUMI USA



By: /s/ Yuval Talmy

Name: Yuval Talmy

Title: First Vice President




By: /s/ Michaela Klein

Name: Michaela Klein

Title: Senior Vice President





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