exv10w2






Exhibit 10.2




SIXTH AMENDMENT TO

AMENDED REVOLVING CREDIT AGREEMENT




          SIXTH AMENDMENT, dated as of May 10, 2010 (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, (iv) the Waiver, Consent, Partial Release and Fourth Amendment, dated as of July 2, 2008,
and (v) the Fifth Amendment, dated as of July 31, 2009, the “Credit Agreement”), pursuant
to which the Lenders have made revolving loans to the Borrowers;




          WHEREAS, the Loan Parties have requested that the Lenders amend the Credit Agreement so that
the leverage ratio and the interest coverage ratio not apply for the fiscal quarters ending March
31, 2010 and June 30, 2010, and the Lenders, Bank Leumi and the Agent are willing to so amend
Credit Agreement, 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) Amendment and Restatement of Existing Definition. The following defined term in
Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as
follows:




 









 







          “
‘Consolidated EBITDA’ means, for any Person and its Consolidated
Subsidiaries, for any period, the net income (or net loss) of such Person and its
Consolidated Subsidiaries for such period, plus (i) the sum, without
duplication, of (A) gross interest expense for such period, (B) income tax expense, (C)
positive depreciation expense, (D) positive amortization expense, (E) with the prior
written consent of the Required Lenders, extraordinary or unusual non-cash losses (to
the extent that such extraordinary or unusual losses have not resulted in a cash outlay
by such Person), (F) non-cash charges representing “last-in-first-out” inventory costs
in excess of estimated replacement costs, (G) any non-cash operating losses, (H) any
losses resulting from a change in accounting principles and (I) any minority interest
expense to the extent identified as a line item in the financial statements of such
Person or its Consolidated Subsidiaries, less (ii) the sum, without duplication,
of (A) extraordinary gains or unusual non-cash gains, and (B) any non-cash gain that
constitutes a reversal or a recovery of any non-cash charges representing
“last-in-first-out” inventory costs in excess of estimated replacement costs, each
determined on a consolidated basis in accordance with GAAP for such Person and its
Consolidated Subsidiaries.”



          (b) Financial Covenant — Funded Debt to EBITDA. Section 7.02(i)(ii) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:





          “(ii) Funded Debt to EBITDA. Permit the ratio of (A) the aggregate
principal amount of all outstanding Indebtedness for borrowed money of Alon USA and its
Consolidated Subsidiaries as of the end of any period of four consecutive Fiscal
Quarters, less freely transferable cash and Permitted Investments of Alon USA and its
Consolidated Subsidiaries not subject to any Lien (other than a Lien in favor of the
Agent) as of the end of such period of four consecutive Fiscal Quarters, to (B)
Consolidated EBITDA of Alon USA and its Consolidated Subsidiaries for such period of
four consecutive Fiscal Quarters, to be greater than 4.0 to 1.0, provided that
no such requirement shall apply with respect to the Fiscal Quarters ending March 31,
2010 and June 30, 2010.




Solely for the purposes of calculating the ratio set forth above, if, at the time the
ratio is being determined, either Alon USA or any of its Subsidiary shall have completed
any Disposition, Merger, incurrence of Indebtedness, Investment or Restricted Payment
(or series of related Dispositions, Mergers, incurrence of Indebtedness, Investments or
Restricted Payments) exceeding $25,000,000 in the aggregate since the beginning of the
relevant four consecutive Fiscal Quarter period, the ratio shall be determined on a pro
forma basis as if such Disposition, Merger, incurrence of Indebtedness, Investment or
Restricted Payment, had occurred at the beginning of such period.”



          (c) Financial Covenant — Interest Coverage Ratio. Section 7.02(i)(iv) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:





          “(iv) Interest Coverage Ratio. Permit the ratio (the “Interest
Coverage Ratio”) of (A) Consolidated EBITDA of Alon USA and its Consolidated



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Subsidiaries, to (B) interest expense of Alon USA and its Consolidated Subsidiaries
payable for such period, in each case as of the end of any period of four consecutive
Fiscal Quarters, to be less than 2.0:1.0, provided that no such requirement
shall apply with respect to the Fiscal Quarters ending March 31, 2010 and June 30,
2010.”



     3. Conditions to Effectiveness. This Agreement shall be deemed effective as of March
31, 2010 (the “Sixth Amendment Effective Date”) upon the satisfaction of the following
conditions on or before May 10, 2010, in a manner satisfactory to the Agent (the date such
conditions are fulfilled is hereafter referred to as the “Sixth Amendment Date”):



          (a) The Agent shall have received on or before the Sixth Amendment 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; and



               (ii) five (5) copies of the Sixth Amendment Fee Letter, dated as of the date hereof, duly
executed by the Borrowers and the Agent (the “Sixth Amendment Fee Letter”).



          (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 Sixth Amendment Date shall be true and correct on and as of the
Sixth Amendment 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 Sixth Amendment Date or would result
from this Agreement becoming effective in accordance with its terms.




     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
Sixth Amendment Date, 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 Sixth Amendment Date are true and correct in all
respects on and as of the Sixth Amendment 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 Sixth Amendment Date or will result from
this Agreement becoming effective in accordance with its terms.



     5. 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
as of the Sixth Amendment 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.



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     6. Continued Effectiveness of Loan Documents. Each of the Loan Parties hereby (i)
confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects except that on and after
the Sixth Amendment 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.



     7. 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 and the administration of the Credit 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/ Shai Even
 	 
	 	 	Name:  	Shai Even 	 
	 	 	Title:  	Senior Vice President and Chief
Financial Officer 	 
	 



Sixth 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 PARAMOUNT HOLDINGS, INC.

ALON USA GP, LLC

ALON ASSETS, INC.

 	 
	 	By:  	/s/ Shai Even
 	 
	 	 	Name:  	Shai Even 	 
	 	 	Title:  	Senior Vice President and Chief Financial
Officer 	 
	 



	 	 	 	 	 
	 	ALON USA CAPITAL, INC.

 	 
	 	By:  	/s/
Harlin R. Dean
 	 
	 	 	Name:  	Harlin R. Dean 	 
	 	 	Title:  	Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	ALON CRUDE PIPELINE, LLC

 	 
	 	By:  	/s/ Shai Even
 	 
	 	 	Name:  	Shai Even 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 



Sixth Amendment to the Amended Revolving Credit Agreement





 









 





	 	 	 	 	 
	 	ALON BRANDS, INC.

ALON USA DELAWARE, LLC

ALON PIPELINE LOGISTICS, LLC

 	 
	 	By:  	/s/ Shai Even
 	 
	 	 	Name:  	Shai Even 	 
	 	 	Title:  	Vice President 	 
	 



Sixth Amendment to the Amended Revolving Credit Agreement





 









 






	 	 	 	 	 
	 	Agent and Lender:



ISRAEL DISCOUNT BANK OF NEW YORK

 	 
	 	By:  	/s/ Amir Barash
 	 
	 	 	Name:  	Amir Barash 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                     /s/ Itai Zalutzhi
 	 
	 	 	Name:  	Itai Zalutzhi 	 
	 	 	Title:  	AVP 	 
	 



Sixth 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/ Dafna Dothan
 	 
	 	 	Name:  	Dafna Dothan 	 
	 	 	Title:  	Senior Vice President 	 
	 





Sixth Amendment to the Amended Revolving Credit Agreement