First Amendment Agreement

Exhibit 10.1

ALON REFINING LOUISIANA, INC.

ALON REFINING KROTZ SPRINGS, INC.

First Amendment Agreement
Dated as of April 9, 2009

First Amendment Agreement

      This First Amendment Agreement , dated as of April 9, 2009 (this “ Agreement ”), is by and among ALON REFINING LOUISIANA, INC., a corporation organized and existing under the laws of the State of Delaware (“ Holdings ”), ALON REFINING KROTZ SPRINGS, INC., a corporation organized and existing under the laws of the State of Delaware (the “ Borrower ”), each of the Lenders (as defined below) which is a signatory to this Agreement and identified as a “Lender” on the signature pages hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as successor to Credit Suisse, Cayman Islands Branch, in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “ Agent ”) for the Lenders. Capitalized terms used herein that are not defined herein shall have the respective meanings ascribed thereto in the Term Loan Agreement (as amended hereby), as defined in Recital A below. All references to “Sections” and “Articles” are references to Sections and Articles of the Term Loan Agreement.

Recitals:

     A. Holdings and the Borrower have previously entered into a Term Loan Agreement, dated as of July 3, 2008 (the “ Term Loan Agreement ”), by and among Holdings, the Borrower, the Agent and each of the lending institutions from time to time party thereto (collectively, the “ Lenders ”), pursuant to which the Lenders extended credit to the Borrower in the aggregate principal amount of $302,000,000 (the “ Loans ”).

     B. Holdings and the Borrower have also previously entered into that certain Loan and Security Agreement, dated as of July 3, 2008 (as amended, restated or otherwise modified from time to time, the “ Revolving Credit Agreement ”), by and among Holdings, the Borrower, certain Subsidiaries from time to time party thereto, Bank of America, N.A., as administrative agent (together with its successors and assigns in such capacity, the “ ABL Agent ”) and the other lending institutions from time to time party thereto (the “ ABL Lenders ”).

     C. The Borrower has requested that the Agent and the Lenders waive the Waived Defaults (as defined below) and amend certain terms of the Term Loan Agreement and the Guarantee and Collateral Agreement, and the Agent and the Lenders are agreeable to such request, solely on the terms and conditions set forth herein, including, without limitation, the conditions to effectiveness described in section 4 hereof.

     D. All requirements of law have been fully complied with and all other acts and things necessary to make this Agreement a valid, legal, and binding instrument according to its terms for the purposes herein expressed have been done or performed.

      Now, Therefore , upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Agreement set forth in section 4 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Holdings, the Borrower, the Agent and the undersigned Lenders do hereby agree as follows:

SECTION 1. CONSENT AND AUTHORIZATION.

     The Agent and the Lenders hereby consent to the Second Amendment to the Loan and Security Agreement dated as of April 9, 2009 by and among the Borrower, Holdings, the ABL Agent and the ABL Lenders party thereto in the form attached hereto as Exhibit F (the “ Permitted ABL Facility Amendment ”). The foregoing consent is a one-time consent only and is limited to the matter expressly set forth above. Notwithstanding anything to the contrary set forth in the Term Loan Agreement or any Loan Document, Borrower and Holdings hereby authorize (a) at such time as no Default or Event of Default has occurred and is continuing, the Steering Committee (as defined in the Term Loan Agreement, as amended hereby) to communicate directly with each of the ABL Agent and the Crack Spread Hedging Counterparty, subject only to satisfaction of the following conditions: (i) the Steering Committee shall provide written notice (which may be by electronic mail) to the Borrower of its desire to communicate with any such person; (ii) the Borrower shall arrange for a mutually acceptable time (and the Borrower hereby agrees to take reasonable steps to make such arrangements) and, if necessary, place for any such communications, such date to be not greater than one Business Day following any such written notice to the Borrower under clause (i) above, or, if the ABL Agent or the Crack Spread Hedging Counterparty, as applicable, are not available until some time following one Business Day, on the first date on which such person(s), the Borrower and the Steering Committee are available; provided , that if the Borrower fails to arrange any such meeting within the time periods set forth above, the Steering Committee may contact the ABL Agent and/or the Crack Spread Hedging Counterparty, as applicable, directly and without the participation of the Borrower or its representatives, and (iii) a representative of the Borrower shall participate or accompany the Steering Committee in connection with any such communications; provided , that if the Borrower fails to comply with clause (ii) above or a representative of the Borrower is given the opportunity to participate in any such communications being held at reasonable times and fails to take reasonable steps to do so, the Steering Committee may communicate with the ABL Agent or the Crack Spread Hedging Counterparty, as the case may be, so long as the requirements of clauses (i) and (ii) have been satisfied; and (b) if a Default or Event of Default has occurred and is continuing (whether or not so declared), the Administrative Agent and the Lenders to communicate directly with each of the ABL Agent, the ABL Lenders and the Crack Spread Hedging Counterparty. Holdings and the Borrower hereby acknowledge that they have directed each of the ABL Agent, the ABL Lenders and the Crack Spread Hedging Counterparty to provide the Administrative Agent and the Lenders with access in accordance with the foregoing and authorized each of the ABL Agent, the ABL Lenders and the Crack Spread Hedging Counterparty to disclose to the Steering Committee, the Administrative Agent and the other Lenders, in accordance with the terms hereof, any and all information relating to the finances and affairs of Holdings, the Borrower and their respective subsidiaries, including, without limitation, any and all matters concerning the Permitted ABL Facility and the Crack Spread Hedging Agreement (including, without limitation, the status and results of the proposed unwinding thereof and the distribution of any proceeds therefrom), in each case without any further consent of the Borrower or Holdings. Nothing herein shall limit the right of the Administrative Agent to discuss with the ABL Agent any issues concerning or directly related to the Intercreditor Agreement.

SECTION 2. AMENDMENTS.

      Section 2.1 Amendments to Term Loan Agreement. Subject to the terms and conditions of this Agreement, the Term Loan Agreement is hereby amended as set forth in Exhibit A hereto.

      Section 2.2 Amendments to Guarantee and Collateral Agreement. Subject to the terms and conditions of this Agreement, the Guarantee and Collateral Agreement is hereby amended as set forth in Exhibit B hereto.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF HOLDINGS AND THE BORROWER.

     To induce the Agent and the Lenders to execute and deliver this Agreement (which representations and warranties shall survive the execution and delivery of this Agreement and the occurrence of the First Amendment Effective Date), Holdings and the Borrower represent and warrant to the Agent and the Lenders that:

     (a) each of this Agreement, the L/C Reimbursement Subordination Agreement (as defined below) and the Unwind Letter of Direction (as defined below) have been duly authorized, executed and delivered by Holdings and the Borrower and constitutes the legal, valid and binding obligation, contract and agreement of the Borrower and Holdings enforceable against the Borrower and Holdings in accordance with the terms hereof, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

     (b) the Term Loan Agreement, as modified by this Agreement, and the other Loan Documents, in each case constitute the legal, valid, and binding obligations, contracts, and agreements of each Loan Party that is party thereto, enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditors’ rights generally;

     (c) the execution and delivery by each Loan Party of this Agreement, the L/C Reimbursement Subordination Agreement and the Unwind Letter of Direction, and the performance by such Loan Party of this Agreement, the L/C Reimbursement Subordination Agreement and the Unwind Letter of Direction (i) has been duly authorized by all requisite corporate or limited liability company action and, if required, shareholder or other equity interest holder action, (ii) does not require the consent or approval of any Governmental Authority, and (iii) does not and will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation, bylaws or other constitutive or governing document, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in subclause (iii)(A)(3) of this section 3(c) or cause any payment to be required to be made thereunder or (C) result in the creation of any Lien;

     (d) as of the date hereof and after giving effect to this Agreement,

     (i) no Default or Event of Default has occurred which is continuing under the Term Loan Agreement,

     (ii) no default, event of default or similar event has occurred and is continuing under the Revolving Credit Agreement and no default, event of default, termination event or similar event has occurred under the Crack Spread Hedging Agreement, and

     (iii) no Subsidiary (other than the Borrower) is liable to any person under the Other Primary Loan Documents (as defined below);

     (e) all of the representations and warranties made by Holdings and the Borrower in the Term Loan Agreement are true and correct on the date hereof in all material respects as if made on and as of the date hereof and are so repeated herein as if expressly set forth herein or therein, except (i) to the extent that any of such representations and warranties expressly relate by their terms to a prior date or period of time, (ii) that the references in Section 3.05 to the financial statements of the Borrower and its subsidiaries shall be deemed to refer to the unaudited financial statements previously furnished pursuant to Section 5.04(b) with respect to the fiscal quarters of the Borrower ending after the Closing Date, provided that the representations and warranties in Section 3.05 with respect to such unaudited financial statements shall be deemed qualified to reflect that such unaudited financial statements are subject to normal year-end audit adjustments and do not contain certain footnotes, (iii) that all events referenced on Schedule 3(e) hereto shall be excluded from the determination of whether an event, condition or development referred to in Section 3.06 has occurred on or before the First Amendment Effective Date, (iv) for Section 3.10(b), which shall be true and correct on the date hereof after giving effect to this Agreement, and (v) that Section 3.08 shall be true and correct as of the date hereof;

     (f) none of Holdings, the Borrower or any of their respective Affiliates has paid or agreed to pay any fees or other consideration, or given any additional security or collateral, or shortened the maturity or average life of any Indebtedness or permanently reduced any borrowing capacity, in each case, in favor of or for the benefit for any creditor of any Loan Party or any person providing investment banking or financial advisory services to any Loan Party, in connection with the obtaining of any consents or approvals in connection with the transactions contemplated hereby (including, without limitation, under the Revolving Credit Agreement or the Crack Spread Hedging Agreement), other than, (i) with respect to the Loans, an amendment and waiver fee equal to 1.00% of the aggregate outstanding principal amount of the Loans paid pro rata to the Lenders, (ii) a fee in the amount of $3,000,000 payable to Credit Suisse Securities (USA), LLC, in its capacity as financial advisor for the Company; and (iii) the reductions in borrowing capacity contemplated by the Permitted ABL Facility Amendment;

     (g) the projections of the consolidated operating budgets of the Borrower and its subsidiaries delivered to the Agent and the Lenders on or about March 31, 2009 (i) disclose all material assumptions made with respect to general economic, financial and market conditions used in formulating such projections, (ii) are based upon reasonable estimates and assumptions,

and (iii) were prepared based on the assumptions stated therein and reflect the reasonable estimates by the Borrower of the results of operations and other information projected therein, it being recognized by the Agent and the Lenders that such projections and other information regarding future events are not to be viewed as facts and that actual results or developments during the period or periods covered may differ from the delivered projections and other prospective information; provided , however that, to the knowledge of the Borrower, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections, except as set forth and described in Schedule 3(g) hereto;

     (h) except as set forth and described in Schedule 3(h) hereto, no Loan Party has entered into any amendment or waiver or entered into any agreement having the effect of an amendment or waiver with respect to any provision of the Revolving Credit Agreement, the Crack Spread Hedging Agreement or any of the other agreements, documents and instruments entered into in connection therewith or pursuant thereto (all such agreements, documents and instruments, together with the Revolving Credit Agreement and the Crack Spread Hedging Agreement, collectively, the “ Other Primary Loan Documents ”); and

     (i) a true, correct and complete description of all Hedging Agreements to which the Borrower is a party as of the date hereof (including the counterparty to each such Hedging Agreement, the type of Hedging Agreement, the material terms of such Hedging Agreement and the marked-to-market hedge position for such Hedging Agreement as of the date immediately preceding the date hereof) is set forth on Exhibit E hereto.

SECTION 4. CONDITIONS TO EFFECTIVENESS.

     The waiver described in section 6(c) and the amendments described in section 2 hereof shall not become effective until, and shall only become effective when and on the date that, each and every one of the following conditions shall have been satisfied (the date of such satisfaction herein referred to as the “ First Amendment Effective Date ”, except that the amendments to Section 6.13 (Debt Service Coverage Ratio) and Section 6.14 (Leverage Ratio) of the Term Loan Agreement set forth in sections 24 and 25, respectively, on Exhibit A hereto, shall, upon satisfaction of the conditions set forth in this section 4, be deemed to be effective for all purposes as of the Effective Date):

     (a) The Agent’s and Lenders’ receipt of the following, each of which shall be originals, telecopies or email copies in PDF format unless otherwise specified, shall, as applicable, be properly executed by a Responsible Officer of the signing Loan Party, shall be dated the date hereof (or, in the case of certificates of Governmental Authorities, a recent date before the date hereof) and shall be in form and substance satisfactory to the Required Lenders:

     (i) this Agreement, executed by the Borrower, Holdings, the Agent and the Required Lenders;

     (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Agent or the Required Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in

connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;

     (iii) a certificate of the Secretary or an Assistant Secretary of each Loan Party, certifying as to (A) no changes to certified charter documents, certificates of formation or other organizational documents previously delivered to the Lenders and (B) no changes to bylaws or operating agreements previously delivered to the Lenders;

     (iv) a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in this section 4 have been satisfied;

     (v) results of UCC searches and other evidence satisfactory to the Required Lenders demonstrating that there are no Liens existing on the real or personal property of Holdings or its Subsidiaries other than Liens permitted pursuant to Section 6.02; and

     (vi) such other assurances, certificates, documents, consents or opinions as the Agent or any Lender may reasonably require;

     (b) the Agent and the Lenders shall have received a fully executed copy of the Permitted ABL Facility Amendment in the form attached hereto as Exhibit F , certified by a Responsible Officer of the Borrower as true, correct and complete, and such amendment shall provide for or consent to the application of the Unwind Proceeds (as defined in the Term Loan Agreement, as amended hereby) and Crack Spread Hedging Cash Collateral provided for in this Agreement;

     (c) the Agent and the Lenders shall have received a letter from the Borrower dated as of the First Amendment Effective Date, in form and substance satisfactory to the Lenders, setting forth certain representations and warranties of the Borrower regarding the terms and provisions of the amendment to the ABL Fee Letter (as defined in the Term Loan Agreement, as amended hereby) being entered into in connection with the Permitted ABL Facility Amendment;

     (d) the Agent and the Lenders shall have received evidence reasonably satisfactory to the Required Lenders that the Borrower has received such consent as the Borrower may be required to obtain from (i) the ABL Lenders and/or ABL Agent and (ii) the Crack Spread Hedging Counterparty, in order for the Borrower not to be prohibited under the terms of the Revolving Credit Agreement or the Crack Spread Hedging Agreement to enter into and perform its obligations and agreements under this Agreement;

     (e) the Agent and the Lenders shall have received a fully executed copy of that certain letter agreement by and among the Agent (on behalf of the Lenders), the ABL Agent, the Borrower, Holdings, and the Crack Spread Hedging Counterparty, in substantially the form attached hereto as Exhibit I hereto (the “ Unwind Letter of Direction ”);

     (f) the Agent and the Lenders shall have received a fully executed copy of that certain Subordination Agreement by and among the Agent (on behalf of the Lenders), the Borrower, Holdings, and one or more Affiliates of the Borrower or Holdings that are obligated to reimburse the issuer or issuers of the Crude Oil Supplier L/C and the Additional Supplier LCs (each as defined in the Term Loan Agreement, as amended hereby) for any drawings under such

letters of credit, in substantially the form attached hereto as Exhibit G hereto (the “ L/C Reimbursement Subordination Agreement ”);

     (g) the representations and warranties of the Borrower and Holdings set forth in section 3 hereof shall be true and correct on and as of the date hereof and the First Amendment Effective Date;

     (h) the Agent and the Lenders shall have received a certificate, dated the date hereof and signed by a Responsible Officer of the Borrower, and such other evidence, if any, as the Required Lenders may reasonably request, confirming (i) receipt by the Borrower in cash on or before the First Amendment Effective Date of $10,000,000 of the Required Equity Contribution (as defined in the Term Loan Agreement as amended hereby), (ii) delivery to the beneficiary thereof of the Crude Oil Supplier L/C (as defined in the Term Loan Agreement as amended hereby), and (iii) delivery to the beneficiary thereof of the Additional Supplier L/Cs (as defined in the Term Loan Agreement as amended hereby);

     (i) Holdings and the Borrower shall have delivered a legal opinion from Jones Day with respect to such matters as may be reasonably requested by the Lenders;

     (j) Holdings and the Borrower shall have delivered to the Agent and the Lenders (i) the projections and consolidated operating budget of the Borrower and its subsidiaries required to be delivered pursuant to Section 5.04(f) of the Term Loan Agreement for the 2009 fiscal year, and (ii) an operating report prepared by the Borrower in the ordinary course of business for each of January 2009 and February 2009 containing the information set forth on Exhibit H to the Term Loan Agreement, as amended hereby; and

     (k) the Borrower shall have paid:

     (i) to the Agent, for the benefit of each Lender, in consideration of the agreements of such Lender contained herein, by wire transfer of immediately available funds, an amendment and waiver fee, whether or not such holder has signed this Agreement, in an amount equal to 1.00% of the aggregate outstanding principal amount of the Loans held by such Lender; such fee shall be deemed earned when paid and shall not be subject to recovery or repayment in the event this Agreement is terminated or rescinded for any reason;

     (ii) the reasonable and documented fees and disbursements of Bingham McCutchen LLP, incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the transactions contemplated hereby; the payment of the fees and disbursements pursuant to this section 4(k)(ii) does not preclude the rights of the Agent and the Lenders to indemnification and reimbursement for other costs and expenses as provided in (A) section 5 of this Agreement or Section 9.05 of the Term Loan Agreement, and (B) that certain fee letter dated as of January 5, 2009 by and among Bingham McCutchen LLP, the Borrower and Holdings (the “ Bingham Fee Letter ”);

     (iii) all fees and expenses of the Agent required to be paid on or prior to the date hereof pursuant to the Schedule of Fees dated January 16, 2009 executed by Holdings and the Borrower;

     (iv) the reasonable and documented fees and disbursements of Nixon Peabody LLP, as counsel to the Agent; and

     (v) all fees and expenses payable on or before the First Amendment Effective Date to the Lenders’ financial advisor, Alvarez & Marsal North America, LLC.

SECTION 5. FEES AND EXPENSES.

     The Borrower shall pay the reasonable and documented fees and disbursements of Bingham McCutchen LLP, incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the transactions contemplated hereby in accordance with the terms of the Bingham Fee Letter. This provision shall be supplementary to, and shall not in any way be deemed to limit, the Agent’s or Lenders’ rights to indemnification and reimbursement for other costs and expenses as provided in Section 9.05 of the Term Loan Agreement or in the Bingham Fee Letter.

SECTION 6. RELEASES AND WAIVERS.

     (a) For and in consideration of the agreements contained in this Agreement and other good and valuable consideration, the Borrower and Holdings hereby absolutely and unconditionally waives, releases, remises and forever discharges the Agent and the Lenders, and any and all of their respective participants, parent corporations, subsidiary corporations, affiliates, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, advisors, attorneys and employees of any of the foregoing (each a “ Released Party ”), from any and all claims, suits, investigations, proceedings, demands, obligations, liabilities, damages, losses, costs, expenses, or causes of action (all of the foregoing collectively, “ Claims and Liabilities ”) of any kind, nature or description, whether based in law, equity, contract, tort, implied or express warranty, strict liability, criminal or civil statute, common law, or under any state or federal law or otherwise, of any kind or character, known or unknown, past, present or future, liquidated or unliquidated, matured or unmatured, suspected or unsuspected, which such Loan Party has had, now has, hereafter may have, or has made claim to have against any such person or entity for or by reason of any act, omission, matter, cause or thing whatsoever arising at any time on or prior to the date hereof that arise out of or relate to the Term Loan Agreement, this Agreement, the other Loan Documents and/or the transactions arising thereunder or the administration thereof, or related thereto, contemplated thereby or in furtherance thereof. It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to all such Claims and Liabilities. Each Loan Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and Liabilities and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts.

     (b) Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any of the Claims and Liabilities released, remised and discharged by such person pursuant to the above release and, for the avoidance of doubt, agrees not to sue any Released Party for (and that no Released Party shall be liable for), any special, indirect or consequential damages. Each Loan Party further agrees that it

shall not dispute the validity or enforceability of the Term Loan Agreement or any of the other Loan Documents or any of its obligations thereunder. If any Loan Party, or any of its successors, assigns or other legal representatives violates the foregoing covenant, such person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Released Party as a result of such violation.

     (c) Subject to the terms and conditions of this Agreement, the Agent and the Lenders hereby waive the Defaults or Events of Default set forth on Schedule 6(c) attached hereto (collectively, the “Waived Defaults” ). The waivers set forth in this Section 6(c) shall be effective only for the Waived Defaults, and such waivers shall not entitle the Borrower or Holdings to any future waiver if any Waived Default recurs after the First Amendment Effective Date or in similar or other circumstances. Such waivers shall not prejudice or constitute a waiver of any right or remedies which any Agent or any Lender may have or be entitled to with respect to any other breach of any provision of the Term Loan Agreement.

SECTION 7. MISCELLANEOUS.

      Section 7.1 Construction; References to Term Loan Agreement. This Agreement shall be construed in connection with and as part of the Term Loan Agreement and each reference in any other Loan Document to the Term Loan Agreement shall be deemed to be a reference to the Term Loan Agreement, as amended by this Agreement without any further reference to this Agreement. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Agreement may refer to the Term Loan Agreement without making specific reference to this Agreement but nevertheless all such references shall include this Agreement unless the context otherwise requires. This Agreement shall not be construed more strictly against the Agent or the Lenders merely by virtue of the fact that the same has been prepared by the Agent and the Lenders or their counsel, it being recognized that the Borrower, Holdings, the Agent and the Lenders have contributed substantially and materially to the preparation of this Agreement, and each of the parties hereto waives any claim contesting the existence and the adequacy of the consideration given by any of the other parties hereto in entering into this Agreement.

      Section 7.2 Ramifications of Agreement; Reaffirmation. The Borrower and Holdings acknowledge that the waivers and amendments granted hereunder by the Agent and the Lenders shall not be construed as an agreement to amend or waive any other provision of any of the Term Loan Agreement or the Guarantee and Collateral Agreement, and neither the Agent nor any Lender shall have any obligation to enter into any such amendment or waiver. Other than the Waived Defaults, none of the Agent or the Lenders have waived, nor are they by this Agreement waiving, and they have made no commitment to waive (or enter into any amendment with respect to), any recurrence after the First Amendment Effective Date of any of the Waived Defaults or the occurrence or continuation of any other Default or Event of Default that may occur or be continuing on the date hereof or may occur or be continuing after the date hereof. The Agent and the Lenders reserve their respective rights, in their discretion, to exercise any or all of their rights and remedies under the Loan Documents as a result of the recurrence after the First Amendment Effective Date of any of the Waived Defaults or the occurrence or continuation of any other Default or Event of Default. No delay or omission of the Agent or any Lender to exercise any right under the Term Loan Agreement shall impair any such right or be construed to

be a waiver of any other such Default or Event of Default or an acquiescence therein. Except as modified, waived or expressly amended by this Agreement, all terms, conditions, and covenants contained in the Term Loan Agreement and the Guarantee and Collateral Agreement are hereby ratified and confirmed by the Borrower and Holdings and shall be and remain in full force and effect.

      Section 7.3 Affirmation of Recitals; etc. The Borrower and Holdings hereby acknowledge and affirm the accuracy of all recitals to this Agreement.

      Section 7.4 Further Assurances. The Borrower and Holdings will, and will cause each of their subsidiaries to, execute and deliver any and all documents reasonably deemed necessary or appropriate by the Lenders to carry out the intent of and/or to implement this Agreement.

      Section 7.5 Lender Directions to Agent. Each of the Lenders party hereto hereby authorizes and directs the Agent to enter into this Agreement, the L/C Reimbursement Subordination Agreement and the Unwind Letter of Direction and take all actions on behalf of the Lenders as are specifically set forth herein.

      Section 7.6 Section Headings. The descriptive headings of the various sections or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

      Section 7.7 Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

      Section 7.8 Survival. The provisions of sections 5 and 6 of this Agreement shall survive and continue in effect following any termination, rescission or expiration of this Agreement.

      Section 7.9 Time is of the Essence. TIME IS OF THE ESSENCE WITH RESPECT TO ALL COVENANTS, CONDITIONS, AGREEMENTS, OR OTHER PROVISIONS HEREIN.

      Section 7.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by email of a copy thereof in PDF format shall be effective as delivery of a manually executed counterpart of this Agreement.

[Remainder of page left intentionally blank; Signature Pages Follow]

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

Accepted and Agreed to:

Accepted and Agreed to:

EXHIBIT A

AMENDMENTS TO TERM LOAN AGREEMENT

      1.  Section 1.01 of the Term Loan Agreement is hereby amended by adding the following new defined terms in their respective proper alphabetical order:

     “ ABL Agent ” shall mean the administrative agent for the ABL Lenders pursuant to the terms of any Permitted ABL Facility.

     “ ABL Fee Letter ” shall mean that certain letter agreement dated as of July 3, 2008 by and between the ABL Agent and the Borrower entered into in connection with the Revolving Credit Agreement, as amended by that certain letter agreement dated as of the First Amendment Effective Date to provide for certain “flex” rights in connection with the syndication of the Permitted ABL Facility.

     “ ABL Lenders ” shall mean the lenders from time to time party to any Permitted ABL Facility.

     “ Additional Supplier L/Cs ” shall mean one or more irrevocable standby letters of credit, other than the Crude Oil Supplier L/C, in an aggregate face amount of not less than $10,000,000 issued by banks or other financial institutions (but which are not issued pursuant to a Permitted ABL Facility) to one or more third party suppliers of the Borrower (as designated by the Borrower) or to the ABL Agent (in order to generate additional liquidity under the Permitted ABL Facility borrowing base or back-stop obligations under letters of credit to be issued by any ABL Lender to third party suppliers designated by Borrower), as beneficiaries, and on terms and conditions as are reasonable and customary for instruments of this type for companies engaged in the same or similar business as the Borrower, which letters of credit are issued for the account of an Affiliate of the Borrower (other than Holdings or any Subsidiary of Holdings) and as to which neither Borrower, Holdings, nor any Subsidiary of Holdings has (a) any obligation, contingent or otherwise, to reimburse the issuer or any other person (by virtue of any guaranty, indemnity, exercise of subrogation rights or otherwise) for any drawing on such letter of credit, except for any such obligations that are subordinated to the payment in full in cash of all Secured Obligations upon terms and conditions satisfactory to the Lenders, or (b) granted, created or permitted to exist any security interest in, or Lien upon, its property or assets to secure any reimbursement obligations in respect of such letter of credit.

     “ Applicable Margin Covenant Compliance Date ” shall mean the date, if any, after the First Amendment Effective Date upon which no Event of Default has occurred and is continuing that is the first day after the date on which the Borrower has furnished to the Administrative Agent financial statements and a Compliance Certificate pursuant to Section 5.04 that evidence and certify to the compliance by the Borrower with the covenants set forth in Sections 6.13, 6.14 and 6.15 as of and for the period ended on December 31, 2010.

     “ Capitalized Interest Amount ” shall have the meaning assigned to such term in Section 2.06(c).

     “ Cash Interest Amount ” shall mean, subject to the provisions of Sections 2.07 and 9.09, with respect to any Interest Payment Date occurring after the First Amendment Effective Date, (a) prior to the Crack Spread Hedge Unwind Date (i.e. before the Original Loans are divided into Tranche A Loans and Tranche B Loans), with respect to any of the Original Loans, and (b) on and after the Crack Spread Hedge Unwind Date and before the Applicable Margin Covenant Compliance Date, with respect to the Tranche B Loans only, on which the Borrower has exercised its option to add the Capitalized Interest Amount to the principal of the Original Loans (or Tranche B Loans, as applicable) on such Interest Payment Date, that portion of the interest accrued on the outstanding principal amount of the Original Loans (or the Tranche B Loans, as applicable) to such Interest Payment Date as would have accrued at the rate of (i) with respect to any Eurodollar Loan, the Adjusted LIBO Rate plus 7.50% per annum (or 9.50% per annum during the Leverage Step-Up Period, if any), provided, however, that, for purposes of this clause (i), if the Adjusted LIBO Rate shall be below 3.25% per annum on any day, then the Adjusted LIBO Rate for such Interest Period shall be deemed to 3.25% for such day, or (ii) with respect to any ABR Loan, the Alternate Base Rate plus 6.50% per annum (or 8.50% per annum during the Leverage Step-Up Period, if any), provided, however, that, for purposes of this clause (ii), if the Alternate Base Rate shall be below 4.25% per annum on any day, the Alternate Base Rate shall be deemed to be 4.25% per annum for such day. The Cash Interest Amount will be determined and calculated in accordance with this definition and the provisions of Section 2.06.

     “ Chevron ” shall mean Chevron Products Company, a division of Chevron U.S.A., Inc.

     “ Crack Spread Hedge Unwind Date ” shall mean the date on which the Crack Spread Hedging Agreement shall have been completely unwound and terminated and all Unwind Proceeds and all Crack Spread Hedging Cash Collateral shall have been distributed to the Lenders and the Borrower as provided in Section 5.11 hereof.

     “ Crude Oil Supplier L/C ” shall mean an irrevocable standby letter of credit in the face amount of $15,000,000 issued by a bank or other financial institution (but which is not issued pursuant to a Permitted ABL Facility) to Chevron or to another third party crude oil supplier designated by the Borrower, as beneficiary, and on terms and conditions as are reasonable and customary for instruments of this type for companies engaged in the same or similar business as the Borrower, which letter of credit is issued for the account of an Affiliate of the Borrower (other than Holdings or any Subsidiary of Holdings) and as to which neither Borrower, Holdings, nor any Subsidiary of Holdings has (a) any obligation, contingent or otherwise, to reimburse the issuer or any other person (by virtue of any guaranty, indemnity, exercise of subrogation rights or otherwise) for any drawing on such letter of credit, except for any such obligations that are subordinated to the payment in full in cash of all Secured Obligations upon terms and conditions satisfactory to the Lenders, or (b) granted, created or permitted to exist any security interest in, or Lien upon, its property or assets to secure any reimbursement obligations in respect of such letter of credit.

     “ Earnout Payments ” shall have the meaning assigned to such term in Section 6.08(c).

     “ First Amendment ” shall mean the First Amendment Agreement, dated as of April 9, 2009, by and among Holdings, the Borrower, the Lenders party thereto and the Administrative Agent.

     “ First Amendment Effective Date ” shall mean the “First Amendment Effective Date” as such term is defined in the First Amendment.

     “ Leverage Step-Up Period ” shall have the meaning assigned to such term in the definition of “Applicable Margin” set forth in Section 1.01 hereof.

     “ Majority Lenders ” shall mean, at any time, Lenders holding more than 50% of the then outstanding principal amount of the Loans at such time.

     “ Original Financial Covenants ” shall mean the financial covenants set forth in Sections 6.13 and 6.14 as in effect immediately prior to the First Amendment Effective Date; provided that, for purposes of determining compliance with such financial covenants for any period of four consecutive fiscal quarters ending on or prior to March 31, 2009, “Cash Available for Debt Service” and “Debt Service Payments” shall have the meaning set forth in the First Amendment.

     “ Original Loans ” shall have the meaning assigned to such term in Section 2.01.

     “ Post-First Amendment Compliance Date ” shall mean the first date after the First Amendment Effective Date on which no Event of Default has occurred and is continuing and the Borrower furnishes to the Administrative Agent financial statements and a Compliance Certificate pursuant to Section 5.04 evidencing and certifying that the Borrower is in compliance with the Original Financial Covenants on (and for the period of four consecutive fiscal quarters ending on) the last day of a fiscal quarter ending after the First Amendment Effective Date.

     “ Required Equity Contribution ” shall mean unrestricted capital contributions to the Borrower on terms and conditions acceptable to the Required Lenders, of which (a) at least $10,000,000 shall have been contributed to the Borrower by the Parent in cash on or before the First Amendment Effective Date, and (b) an additional amount of at least $15,000,000 shall be contributed to the Borrower in cash on or before May 29, 2009.

     “ Restricted Payments Compliance Date ” shall have the meaning assigned to such term in the last sentence of Section 6.08(a).

     “ Retained Unwind Pro