EX-10.3






Exhibit 10.3


EXECUTION COPY


FIFTH AMENDMENT TO

AMENDED REVOLVING CREDIT AGREEMENT


          FIFTH AMENDMENT, dated as of July 31, 2009 (this “Agreement”), by and among Alon USA
Energy, Inc., a Delaware corporation (the “Parent”), Alon USA, LP, f/k/a SWBU, L.P., a
Texas limited partnership (“Alon LP”; together with such other subsidiaries of the Parent
as may be designated as a borrower under the Credit Agreement by Alon LP with the prior written
consent of the Agent (as defined below) and the Required Lenders (as defined in the Credit
Agreement), each individually a “Borrower”, and, collectively, the “Borrowers”),
all direct and indirect subsidiaries of the Parent other than the Excluded Subsidiaries (as defined
in the Credit Agreement) (the Parent and such direct and indirect subsidiaries that are not
Excluded Subsidiaries are hereinafter referred to individually as a “Guarantor Company”
and, collectively, as the “Guarantor Companies”), the Lenders (as defined below), Israel
Discount Bank of New York, as administrative agent, co-arranger and collateral agent for the
Lenders (in such capacity, the “Agent”), and Bank Leumi USA, as co-arranger for the Lenders
(“Bank Leumi”).



W I T N E S S E T H




          WHEREAS, the Borrowers, the Guarantor Companies, the financial institutions from time to time
party thereto (each a “Lender” and collectively, the “Lenders”), the Agent and Bank
Leumi are parties to the Amended Revolving Credit Agreement, dated as of June 22, 2006 (as amended
by (i) the First Amendment, dated as of August 4, 2006, (ii) the Waiver, Consent, Partial Release
and Second Amendment, dated as of February 28, 2007, (iii) the Third Amendment, dated as of June
29, 2007, and (iv) the Waiver, Consent, Partial Release and Fourth Amendment, dated as of July 2,
2008, the “Credit Agreement”), pursuant to which the Lenders have made revolving loans to
the Borrowers;



          WHEREAS, the Loan Parties, the Lenders, Bank Leumi and the Agent wish to amend the Credit
Agreement to: (i) extend the Termination Date to January 1, 2013, (ii) increase the interest rate
for each Revolving Credit Loan, (iii) increase the Unused Line Fee, the Letter of Credit Issuance
Fee and the Letter of Credit Amendment Fee, (iv) terminate the right to request a Facility Sublimit
Increase, (v) change the reporting requirements under Sections 7.01(a) (ii) and (iii) of the Credit
Agreement, and (vi) amend certain other terms and conditions of the Credit Agreement, in each case,
subject to the terms and conditions set forth in this Agreement;


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


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











 




     2. Amendments to Credit Agreement.


          (a) New Definition. Section 1.01 of the Credit Agreement is hereby amended to add the
following defined term in the appropriate alphabetical order:


                       “Pricing Effective Date’ means August 3, 2009.”


          (b) Deletion of Existing Definitions. The following defined terms in Section 1.01 of
the Credit Agreement are hereby deleted in their entirety:



                        “Base Production Level”;



                        “Blended West Texas Crude Oil Price”;



                        “Extension Notice”;



                        “Facility Floor”;



                        “Facility Sublimit”;



                        “Initial Oil Increase Period”;



                        “Minimum Oil Increase Period”;



                        “Notice of Facility Sublimit Increase”;



                        “Oil Price Adjustment”;



                        “Production Increase”; and



                        “Subsequent Oil Increase Period”.



          (c) Amendment and Restatement of Existing Definitions. The following defined terms in
Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to read as
follows:




     “‘Availability’ means, at any time, the difference between (i)
the lower of (A) the Borrowing Base and (B) the Total Commitment, and (ii)
the sum of (A) the aggregate outstanding principal amount of all Revolving
Credit Loans and (B) all Letter of Credit Obligations.”




     “‘Base Rate Loan’ means a Revolving Credit Loan bearing interest
based on the Base Rate or as set forth in Section 2.06(a).”




     “‘Eurodollar Loan’ means a Revolving Credit Loan bearing
interest based on the Eurodollar Rate or as set forth in Section 2.06(a).”




     “‘Obligations’ means (i) the obligations of the Borrowers to
pay, as and when due and payable (by scheduled maturity or otherwise), all



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amounts from time to time owing by them in respect of any Loan Document
to which any 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 a Loan Party, 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, (ii) the
obligations of the Borrowers to perform or observe all of its other
obligations from time to time existing under any Loan Document to which any
Borrower is a party, and (iii) any overdrawn amounts with respect to any
deposit or checking account maintained by any Loan Party at IDB or Bank
Leumi, together with any related fees and charges.”



                             “‘Termination Date’ means January 1, 2013.”



          (d) Revolving Credit Commitments. Section 2.01(b) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




     “(b) Notwithstanding the foregoing, the aggregate principal amount of
the Revolving Credit Loans outstanding at any time shall not exceed the
lower of (i) the difference between (A) Total Commitment and (B) the
aggregate Letter of Credit Obligations and (ii) the difference between (A)
the then current Borrowing Base, and (B) the aggregate Letter of Credit
Obligations.”



          (e) Interest; Revolving Credit Loans. Section 2.06(a) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:




     “(a) Each Revolving Credit Loan which is a Eurodollar Loan shall bear
interest on the principal amount thereof from time to time outstanding, from
the date of such Revolving Credit Loan until such principal amount becomes
due, at a rate per annum equal to (i) prior to the Pricing Effective Date,
the Eurodollar Rate for the Interest Period in effect for such Revolving
Credit Loan plus 1.50%, and (ii) on and after the Pricing Effective Date,
the greater of (A) the Eurodollar Rate for the Interest Period in effect for
such Revolving Credit Loan plus 3.0% and (B) 4.0%. Each Revolving Credit
Loan which is a Base Rate Loan shall bear interest on the principal amount
thereof from time to time outstanding from the date of such Revolving Credit
Loan until such principal amount becomes due, at a rate per annum equal to
(x) prior to the Pricing Effective Date, the Base Rate, and (y) on and after
the Pricing Effective Date, the greater of (A) the Base Rate plus 1.0% and
(B) 4.0%.”



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          (f) Reduction of Revolving Credit Commitment; Prepayment of Revolving Credit Loans.
Section 2.07(c)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:




     “(ii) [Reserved]”



          (g) Fees; Unused Line Fee. Section 2.08(a) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:




     “(a) From and after the Effective Date until the Final Maturity Date,
the Borrowers 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 (i) prior to the Pricing Effective Date, 3/10ths of 1%
(0.30%) per annum, and (ii) on and after the Pricing Effective Date, 7/10ths
of 1% (0.70%) per annum, in each case on the excess, if any, of the Total
Commitment over the sum of the average amount of all Revolving Credit Loans
and Letter of Credit Obligations outstanding from time to time. Solely for
the purposes of calculating the Unused Line Fee, the total amount of Letters
of Credit Obligations shall be determined based upon the maximum stated
amount of each Letter of Credit and each such Letter of Credit shall be
deemed to be outstanding at the maximum stated amount until the expiry date
of each such Letter of Credit, irrespective of whether the maximum stated
amount was reduced or such Letter of Credit was terminated prior to the
expiry date of such Letter of Credit. The Unused Line Fee shall be payable
quarterly in arrears on the first Business Day of each January, April, July
and October, commencing April 3, 2006 and shall be non-refundable.”



          (h) Fees; Unused Loan Subfacility Fee. Section 2.08(b) of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:




     “(b) [Reserved]”



          (i) Increases to the Facility Sublimit. Section 2.13 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:




     “Section 2.13 [Reserved]”



          (j) Letters of Credit. Section 3.01(b) of the Credit Agreement is hereby amended by
deleting the first sentence of such section in its entirety and by substituting therefor the
following:




     “The aggregate Letter of Credit Obligations shall not exceed the lower
of (i) the difference between (A) the Total Commitment and (B) the aggregate
principal amount of Revolving Credit Loans then outstanding and (ii) the
difference between (A) the aggregate Borrowing Base and (B)



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the aggregate principal amount of the Revolving Credit Loans then
outstanding.”



          (k) Letters of Credit Fees. Section 3.03(b)(i) of the Credit Agreement is hereby
amended by deleting the last sentence of such section in its entirety and by substituting therefor
the following:




     “In addition, the Borrowers shall pay to the Agent for the account of
the Lenders, in accordance with the Lenders’ Pro Rata Shares, (x) for each
Letter of Credit issued hereunder, a nonrefundable issuance fee (a
“Letter of Credit Issuance Fee”) equal to (1) prior to the Pricing
Effective Date, 1.50% per annum and (2) on and after the Pricing Effective
Date, 2.25% per annum, in each case of the stated amount of such Letter of
Credit, and (y) for any amendment to an existing Letter of Credit that
increases the stated amount of such Letter of Credit, a nonrefundable
amendment fee (a “Letter of Credit Amendment Fee”) equal to (1)
prior to the Pricing Effective Date, 1.50% per annum and (2) on and after
the Pricing Effective Date, 2.25% per annum, in each case of the increase in
the stated amount of such Letter of Credit.”



          (l) Affirmative Covenant; Reporting Requirements.



               (i) Section 7.01(a)(ii) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:




     “(ii) as soon as available, and in any event within 90 days after the
end of each Fiscal Year of the Parent,




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




     (B) a balance sheet, statement of income and statement of cash
flow of Alon LP 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



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prepared in accordance with GAAP and (1) certified by the chief
financial officer of Alon LP as fairly presenting, in all material
respects, the financial position of Alon LP and the results of
operations and changes in financial position of Alon LP, as of the
end of such Fiscal Year, and (2) accompanied by a review report
thereon of KPMG, LLP or other independent certified public
accountants of recognized standing selected Alon LP 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 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) Section 7.01(a)(iii) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




     “(iii) as soon as available and in any event within 30 days of the end
of each Fiscal Month,




     (A) an internally prepared consolidated and consolidating
balance sheets, consolidated and consolidating statements of income
and consolidated and consolidating statements of cash flow for such
Fiscal Month of (x) the Parent and its Consolidated Subsidiaries and
(y) Alon USA and its Consolidated Subsidiaries, in each case, for
such Fiscal Month and for the period from the beginning of such
Fiscal Year to the end of such Fiscal Month, all in form and detail
consistent with that of the most recent monthly financial statements
furnished to the Agent prior to the date hereof and certified by the
chief financial officer of the Parent or Alon USA, as appropriate, as
fairly presenting, in all material respects, the financial position
of the Parent and its Consolidated Subsidiaries and Alon USA and its
Consolidated Subsidiaries, in each case, as of the end of such Fiscal
Month and the results of operations and changes in financial position
of the Parent and its Consolidated Subsidiaries and Alon USA and its
Consolidated Subsidiaries, in each case, for such Fiscal Month, in
accordance with GAAP applied in a manner consistent with that of the
most recent audited financial statements furnished to the Agent,
subject to normal year end audit adjustments and the absence of
footnotes, and




     (B) an internally prepared balance sheet, statement of income
and statement of cash flow for such Fiscal Month of Alon LP (alone,
without regard to its Subsidiaries) and for the period from the
beginning of such Fiscal Year to the end of such Fiscal



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Month, all in reasonable detail and prepared in accordance with
GAAP and certified by the chief financial officer of Alon LP as
fairly presenting, in all material respects, the financial position
of Alon LP as of the end of such Fiscal Month and the results of
operations and changes in financial position of Alon LP, for such
Fiscal Month, subject to normal year end adjustments and the absence
of footnotes;”



                   (iii) Section 7.01(a)(ix) of the Credit Agreement is hereby amended by deleting clause (A) of
such section in its entirety and by substituting therefor the following:




“(A) a Borrowing Base Certificate containing actual information as of the
30th day of the preceding month and setting forth and certifying as to (1)
the calculation of the Borrowing Base and (2) Availability,”



     3. Conditions to Effectiveness. The effectiveness of this Agreement is subject to the
fulfillment on or before August 3, 2009, in a manner satisfactory to the Agent, of the following
conditions (the date such condition is fulfilled is hereafter referred to as the “Fifth
Amendment Effective Date”):



          (a) The Borrowers shall have paid to the Agent (i) for the benefit of the Lenders a
non-refundable fee equal to $1,200,000 (the “Amendment Fee”), in immediately available
funds, which fee shall be earned in full when paid, and (ii) all other fees, costs, expenses and
taxes payable on the Fifth Amendment Effective Date pursuant to Section 12.05 of the Credit
Agreement.




          (b) The representations and warranties contained in this Agreement, the Credit Agreement and
in each other Loan Document and certificate or other writing delivered to the Agent or any Lender
pursuant thereto on or prior to the Fifth Amendment Effective Date shall be true and correct on and
as of the Fifth Amendment Effective Date as though made on and as of such date, except to the
extent that such representations or warranties expressly relate solely to an earlier date (in which
case such representations or warranties shall be true and correct on and as of such date); and no
Default or Event of Default shall have occurred and be continuing on the Fifth Amendment Effective
Date or would result from this Agreement becoming effective in accordance with its terms.




          (c) The Agent shall have received on or before the Fifth Amendment Effective Date the
following, each in form and substance satisfactory to the Agent:




                   (i) five (5) copies of this Agreement duly executed by the Loan Parties, the Agent and the
Lenders;



                   (ii) a certificate of an authorized officer of each Loan Party, certifying the names and true
signatures of the officers of such Loan Party authorized to sign this Agreement and the other
documents to be executed and delivered by such Loan Party in connection herewith, together with
evidence of the incumbency of such authorized officers;



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



               (iv) such other certificates of authorized officers of any Loan Party as the Agent may
reasonably request.



     4. Representations and Warranties. To induce the other parties hereto to enter into
this Agreement, the Loan Parties represent and warrant to the Agent and the Lenders that, as of the
Fifth Amendment Effective Date:



          (a) Each of the Companies and the Parent (i) is a corporation, limited liability company or
limited partnership (as applicable) 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 execute,
deliver and perform this Agreement, and to perform the Credit Agreement, as amended hereby, 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) The execution, delivery and performance by each of the Companies and the Parent of this
Agreement and the performance by each of the Companies and the Parent of the Credit Agreement, as
amended hereby, (i) have been duly authorized by all necessary corporate action, (ii) do not and
will not contravene, in the case of a corporation, its charter or by-laws, in the case of a limited
liability company, its certificate of formation and limited liability operating agreement, or any
applicable equivalent document, and in the case of a limited partnership, its certificate of
limited partnership and limited partnership agreement, or any applicable equivalent document, 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
(other than pursuant to any such Loan Document or Term Loan Document) 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) 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 each Company and the Parent of this Agreement, or for the
performance of the Credit Agreement, as amended hereby.




          (d) This Agreement, the Credit Agreement, as amended hereby, and each other Loan Document to
which each Company and the Parent is a party is a legal, valid and binding obligation of such
Company or the Parent, as applicable, enforceable against such Company or the Parent, as
applicable, in accordance with its terms except to the extent that the enforceability thereof may
be limited by any applicable bankruptcy, insolvency, reorganization,



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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) The representations and warranties contained in this Agreement, the Credit Agreement and
in each other Loan Document and certificate or other writing delivered to the Agent or any Lender
pursuant thereto on or prior to the Fifth Amendment Effective Date are true and correct in all
respects on and as of the Fifth Amendment Effective Date, after giving effect to the terms of this
Agreement, as though made on and as of such date, except to the extent that such representations
and warranties expressly relate solely to an earlier date (in which case such representations and
warranties shall be true and correct in all respects on and as of such date); and no Default or
Event of Default has occurred and is continuing on the Fifth Amendment Effective Date or will
result from this Agreement becoming effective in accordance with its terms.




     5. Covenants.



          (a) The Loan Parties shall deliver, or cause to be delivered, within one day after the Fifth
Amendment Effective Date, the following, each in form and substance satisfactory to the Agent:




                    (i) a copy of the resolutions adopted by the Board of Directors or equivalent governing body
of each Loan Party, certified as of the Fifth Amendment Effective Date by authorized officers
thereof, authorizing (A) the transactions contemplated by this Agreement and the other documents,
instruments and agreements executed and/or to be delivered in connection herewith, and (B) the
execution, delivery and performance by each Loan Party of this Agreement and the other documents,
instruments and agreements executed and/or to be delivered in connection herewith;



                    (ii) a certificate of an authorized officer of each Loan Party, certifying that such Loan
Party has not amended or otherwise modified (A) its charter, certificate of formation or other
organizational document or (B) its by-laws, operating agreement or limited partnership agreement or
other similar agreement, in each case since the Effective Date (or, if any such organizational
document has been amended or otherwise modified, attaching a true, correct and complete copy of
such amendment or modification); and



                    (iii) a certificate, dated as of a date not more than ten days prior to the Fifth Amendment
Effective Date, of the appropriate official(s) of the state of incorporation of each Loan Party,
certifying as to the subsistence in good standing of, and the payment of taxes by, such Loan Party
in such states and listing all charter documents of such Loan Party on file with such official(s).



          (b) The Administrative Borrower shall deliver, or cause to be delivered, within seven days
after the Fifth Amendment Effective Date, an opinion of Jones Day, special counsel to the Loan
Parties, as to such matters as the Agent may reasonably request.




     6. Reservation of Rights. No action or acquiescence by the Agent and the Lenders,
including, without limitation, this Agreement of, or the acceptance of any payments under, the
Credit Agreement, shall constitute a waiver of any Default or Event of Default which may exist



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as of the Fifth Amendment Effective Date. Accordingly, the Agent and the Lenders reserve all
of their rights under the Credit Agreement, the Loan Documents, at law and otherwise regarding any
such Default or Event of Default.



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



     8. Miscellaneous.



          (a) 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. Delivery of a counterpart hereby by
facsimile or electronic transmission shall be equally effective as delivery of a manually executed
counterpart hereof.




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




          (C) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.




          (d) THE COMPANIES, THE AGENT AND THE LENDERS EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.




          (e) Each Loan Party hereby acknowledges and agrees that this Agreement constitutes a “Loan
Document” under the Credit Agreement. Accordingly, it shall be an Event of Default under the
Credit Agreement if (i) any representation or warranty made by any Loan Party under or in
connection with this Agreement shall have been untrue, false or misleading in any material respect
when made, or (ii) any Loan Party shall fail to perform or observe any term, covenant or agreement
contained in this Agreement.




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




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




	 	 	 	 	 	 	 	 	 
	 	 	Borrower:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ALON USA, LP	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Alon USA GP, LLC, a Delaware limited

liability company, its general partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ David Wiessman
 

	 	 
	 	 	 	 	Name: David Wiessman	 	 
	 	 	 	 	Title: Executive Chairman of the Board of
Managers	 	 






Fifth Amendment to the Amended Revolving Credit Agreement









 






	 	 	 	 	 	 	 
	 	 	Guarantor Companies:	 	 
	 
	 	 	 	 	 	 
	 	 	ALON USA OPERATING, INC	 	 
	 	 	ALON USA REFINING, INC.	 	 
	 	 	ALON USA, INC.	 	 
	 	 	ALON USA ENERGY, INC.	 	 
	 	 	ALON USA CAPITAL, INC.	 	 
	 	 	ALON PARAMOUNT HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Wiessman
 

	 	 
	 	 	Name: David Wiessman	 	 
	 	 	Title: Executive Chairman of the Board of Directors	 	 
	 
	 	 	 	 	 	 
	 

	 	ALON USA GP, LLC

ALON CRUDE PIPELINE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Wiessman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Wiessman	 	 
	 	 	Title: Executive Chairman of the Board of
Managers	 	 
	 
	 	 	 	 	 	 
	 

	 	ALON ASSETS, INC.	 	 
	 

	 	ALON
BRANDS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Wiessman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Wiessman	 	 
	 	 	Title: Chairman of the Board of Directors	 	 






Fifth Amendment to the Amended Revolving Credit Agreement









 






	 	 	 	 	 	 	 
	 	 	ALON USA DELAWARE, LLC	 	 
	 	 	ALON PIPELINE LOGISTICS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Wiessman
 

	 	 
	 	 	Name: David Wiessman	 	 
	 	 	Title: President	 	 






Fifth Amendment to the Amended Revolving Credit Agreement









 






	 	 	 	 	 	 	 
	 	 	Agent and Lender:	 	 
	 
	 	 	 	 	 	 
	 	 	ISRAEL DISCOUNT BANK OF NEW YORK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/Howard Weinberg
 

	 	 
	 	 	Name: Howard Weinberg	 	 
	 	 	Title: First Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/Itai Zalutzki	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Itai Zalutzki	 	 
	 	 	Title: AVP	 	 






Fifth Amendment to the Amended Revolving Credit Agreement









 






	 	 	 	 	 	 	 
	 	 	Lender and Co-arranger:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK LEUMI USA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gil Hershman
 

	 	 
	 	 	Name: Gil Hershman	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michaela Klein	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michaela Klein, 212	 	 
	 	 	Title: Senior Vice President	 	 







Fifth Amendment to the Amended Revolving Credit Agreement