Amended Revolving Credit Agreement

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EXHIBIT 10.20

EXECUTION COPY

FIRST AMENDMENT dated as of February 10, 2005 (this

"Amendment"), to the Amended Revolving Credit Agreement dated

as of January 14, 2004 (the "Revolving Credit Agreement"),

among Alon USA, LP (the "Borrower"), the Guarantor Companies

party thereto, the Lenders party thereto and Israel Discount

Bank of New York, as Agent (the "Agent").

WHEREAS, the Borrower has requested that the Required Lenders (such

term and each other capitalized term used but not otherwise defined herein

having the meaning assigned to it in the Revolving Credit Agreement) agree to

amend the Revolving Credit Agreement as set forth herein to permit the Pipeline

Transactions, subject to the terms and conditions set forth herein, and to

effect certain other changes;

WHEREAS, the undersigned Lenders, constituting the Required Lenders,

are willing, on the terms and subject to the conditions set forth herein, to

approve such amendments to the Revolving Credit Agreement;

WHEREAS, the Collateral Agents have agreed to provide the releases

set forth in Section 7 hereof in consideration for the agreements and subject to

the terms and conditions set forth herein including, without limitation, the

agreement by Alon Logistics (as defined below) to pledge all of the Alon

Logistics Notes to the Collateral Agent; and

NOW, THEREFORE, in consideration of these premises and of the mutual

covenants, agreements and conditions hereinafter set forth, and for other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments to the Revolving Credit Agreement effective as

of the First Amendment Effective Date.

(a) Section 1.01 of the Revolving Credit Agreement is hereby amended

by inserting the following definitions in their proper alphabetical order in

such Section:

"Alon Logistics" means Alon Pipeline Logistics, LLC, a

Delaware limited liability company.

"Alon Pipeline Assets" means Alon Pipeline Assets, LLC,

a Texas limited liability company.

"First Amendment" means the First Amendment to the

Amended Revolving Credit Agreement, dated as of February 10, 2005,

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among the Borrower, the Guarantor Companies, the Lenders and the

Agent.

"First Amendment Effective Date" has the meaning

assigned to such term in the First Amendment.

SECTION 2. Amendments to the Revolving Credit Agreement effective as

of the Pipeline Transactions Effective Date.

(a) Section 1.01 of the Revolving Credit Agreement is hereby amended

by

(i) inserting the following definitions in their proper

alphabetical order in such Section:

"Alon Logistics Notes" means the subordinated

intercompany promissory notes in an aggregate principal amount of

$112,000,000, issued by the Borrower or one or more Subsidiaries of

Alon USA to Alon Logistics in exchange for delivery by Alon

Logistics to the Borrower or such Subsidiaries of the Cash

Consideration relating to the Holly Pipeline Transactions.

"Assumed Liabilities" has the meaning given to such term

in Section 1.3 of the Contribution Agreement.

"Cash Consideration" means an amount in cash equal to

$120,000,000, paid to Alon Logistics pursuant to the Contribution

Agreement.

"Contribution Agreement" means the Contribution

Agreement dated as of January 25, 2005, among Holly, Holly Energy

Partners Operating L.P., the Transferors, Alon Pipeline Assets, Alon

Logistics, Alon USA, Inc. and the Borrower.

"Contributed Assets" has the meaning given to such term

in Section 1.1 of the Contribution Agreement (as in effect on the

First Amendment Effective Date), but shall exclude the "Excluded

Assets", as defined in the Contribution Agreement.

"Contract Rights" means all rights and interests of the

Borrower and its Affiliates under the P&T Contracts.

"Holly" means Holly Energy Partners, L.P., a Delaware

limited partnership.

"Indemnification Agreement" means the Indemnification

Agreement to be entered into on the Pipeline Transactions Effective

Date, between Alon Logistics and HEP Logistics Holdings, L.P., a

Delaware

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limited partnership, in the form attached as Exhibit A to the First

Amendment.

"Mortgage and Deed of Trust" means the Mortgage and Deed

of Trust (with Security Agreement, in each case which shall be in

form and substance reasonably satisfactory to the Agent), to be

entered into on the Pipeline Transaction Effective Date, between

Alon USA, LP, a Texas limited partnership, and Holly, substantially

in the form attached as Exhibit B to the First Amendment.

"P&T Agreement" means the Pipeline and Terminals

Agreement, to be entered into on the Pipeline Transaction Effective

Date between the Borrower and Holly, substantially in the form

attached as Exhibit C to the First Amendment.

"P&T Contracts" means the Contribution Agreement, the

P&T Agreement, the limited partnership agreement of Holly (including

the amendment thereto to be entered into in connection with the

Pipeline Transactions), the Mortgage and Deed of Trust the

Indemnification Agreement, the Subordination Agreement and all other

agreements entered into in connection with the Pipeline

Transactions.

"Pipeline Transactions" means (i) the contribution,

transfer, assignment and delivery by the Transferors, as a capital

contribution, of the Contributed Assets to Alon Pipeline Assets, in

consideration for Equity Interests in Alon Pipeline Assets; (ii) the

assignment by the Transferors of the Assumed Liabilities to Alon

Pipeline Assets and the assumption of such Assumed Liabilities by

Alon Pipeline Assets; (iii) the contribution, transfer, assignment

and delivery by the Transferors, as a capital contribution, of all

of the Equity Interests held by the Transferors in Alon Pipeline

Assets to Alon Logistics, in consideration for Equity Interests in

Alon Logistics; (iv) the transfer by Alon Logistics of all of the

Equity Interests held by Alon Logistics in Alon Pipeline Assets, in

consideration for the PT Consideration; (v) the execution and

delivery of the P&T Agreement; and (v) the other transactions

provided for in the Contribution Agreement and in the P&T Agreement.

"Pipeline Transactions Effective Date" has the meaning

assigned to such term in Section 6(c) of the First Amendment.

"PT Consideration" means (i) the payment by Holly to

Alon Logistics of the Cash Consideration; and (ii) the delivery by

Holly to Alon Logistics of certificates representing the Unit

Consideration, which shall be initially issued in the name of Alon

Logistics.

"Subordination Agreement" means the Subordination,

Non-Disturbance and Attornment Agreement to be entered into at the

closing of

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the Pipeline Transactions, between the administrative agent named

therein for the Credit Parties defined therein, the Agent and the

Borrower, in the form attached as Exhibit D to the First Amendment.

"Transferors" means each of T&R Assets, Inc., a Texas

corporation, FTPL, and Alon Refining.

"Unit Consideration" means 937,500 Class B Subordinated

Units representing limited partner interests issued by Holly in

favor of Alon Logistics.

(ii) inserting the following in the definition of "Borrowing

Base" after the words "Debt Service Support Account (as defined in

the Term Loan Agreement)": "or any other segregated cash account

established or maintained in connection with the Debt Service

Support Requirement".

(iii) deleting the definition of "Debt Service Support

Requirement" in its entirety and substituting in lieu thereof the

following:

"Debt Service Support Requirement" means the requirement (a)

that the Borrower (i) provide a guarantee or letter of credit in

form and substance reasonably satisfactory to the Term Loan Agent

and issued by a banking institution acceptable to the Term Loan

Agent under which the Term Loan Agent may obtain amounts required to

pay principal or interest due but unpaid on the Term Loans or (ii)

establish a segregated cash account with the Term Loan Agent the

amounts in which are available for the payment of principal or

interest due but unpaid on the Term Loans, and (b) that the undrawn

amount of such guarantee or letter of credit, or the amount on

deposit in such segregated cash account, be on each day equal to or

less than $25,000,000 (and solely with respect to amounts deposited

in any such segregated cash account, plus accrued interest

thereon)."

(iv) replacing "and (C)" with "(C") in subclause (a)(ii) of

the definition of "Net Proceeds" and inserting the following

immediately before "and (b)" following subclause (a)(ii)(C) in the

definition of "Net Proceeds":

"and (D) the amount of any PT Consideration paid by any

Loan Party as a dividend or other distribution pursuant to Section

7.02(i)(vi)".

(b) Section 7.01 (a)(xv) of the Revolving Credit Agreement is hereby

amended by inserting the following immediately after the words "GTR Loan

Documents" in subsection (xv)(B): ", (C)" and (ii) by inserting the following at

the end of such subsection (xv): " and (D) any written notice received by the

Borrower or any Subsidiary

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from Holly, or provided by the Borrower or any Subsidiary to Holly, pursuant to

any P&T Contract that (i) relates to a default or alleged default by any party

under any such Agreement; (ii) could reasonably be expected to result in (A) the

termination or suspension of the P&T Agreement or (B) a Material Adverse Effect;

or (iii) is otherwise material to the Pipeline Transactions."

(c) Section 7.02(b) of the Revolving Credit Agreement is hereby

amended by (i) deleting the word "and" at the end of subsection (xvi) thereof;

(ii) deleting the period and inserting "and" at the end of subsection (xvii)

thereof; and (iii) inserting the following new subsection (xviii) at the end

thereof:

"(xviii) Indebtedness of Alon Logistics incurred under the

Indemnification Agreement, provided that such Indebtedness shall

not, at any time, exceed $111,000,000;

Without limiting any of the foregoing or anything else in this

Agreement, the Borrower will not, and will not cause or permit any of its

Subsidiaries other than Alon Logistics (i) to provide a Guarantee, letter of

credit, cash account, security interest or any other form of liquidity or credit

support for or in respect of the liabilities or obligations, whether contingent

or otherwise, under the Indemnification Agreement or (ii) to be liable, whether

contingently or otherwise, or have any other obligations (A) under the

Indemnification Agreement or (B) for or in respect of the liabilities or

obligations under any P&T Contracts (other than (i) under the Alon Logistics

Notes, which shall be unsecured and subordinated to all of the Obligations of

the Loan Parties under the Loan Documents and (ii) the Borrower under the P&T

Agreement."

(d) Section 7.02(c) of the Revolving Credit Agreement is hereby

amended by deleting the word "and" immediately before subsection (vi) thereof

and inserting immediately before the period at the end thereof the following: ";

and (vii) the Indemnification Obligations and liabilities of Alon Logistics in

connection with the Pipeline Transactions under the Indemnification Agreement

(subject to the final sentence of Section 7.02(b))."

(e) Section 7.02(d)(ii)(E) of the Revolving Credit Agreement is

hereby amended by inserting the following after "in the case of the Fixed Assets

(I)": "(other than with respect to the Pipeline Transactions pursuant to and in

accordance with the Contribution Agreement)".

(f) Section 7.02(d)(iv) of the Revolving Credit Agreement is hereby

amended by deleting the word "and" immediately before subsection (B) thereof and

inserting immediately before the period thereof the following: "and (C) for the

sale of the Unit Consideration; provided that, the consideration for any such

sale or other disposition shall be for an amount (or equivalent) equal to the

then applicable fair market value of the Unit Consideration sold or otherwise

disposed".

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(g) Section 7.02(e) of the Revolving Credit Agreement is hereby

amended by deleting such subsection in its entirety and substituting in lieu

thereof the following:

"(e) Change in Nature of Business. (a) Make, or permit any of

their Subsidiaries to make, any material change in the nature of its

business as carried on at the date hereof.

(b) In the case of Alon Logistics only, engage in any business

or activity after the First Amendment Effective Date other than the

ownership of the Alon Logistics Notes and the Unit Consideration,

the entry into the Indemnification Agreement (as in effect on the

Pipeline Transactions Effective Date) and the Contribution Agreement

(as in effect on the Pipeline Transactions Effective Date) and the

transactions contemplated to be performed by Alon Logistics therein.

Alon Logistics will not own or acquire any assets (other than the

Alon Logistics Notes and the Unit Consideration) or incur any

liabilities (other than liabilities under the Loan Documents, the

Term Loan Documents, the Contribution Agreement or the

Indemnification Agreement and liabilities imposed by law incidental

to its existence and permitted business and activities); provided

that, Alon Logistics shall be entitled to receive the Cash

Consideration in accordance with the Contribution Agreement;

provided, further, that immediately upon the receipt thereof (i)

Alon Logistics shall distribute, dividend or transfer all such Cash

Consideration to the Borrower or any Subsidiary of Alon USA (other

than Alon Logistics), (ii) the Borrower and each such Subsidiary, as

applicable, shall issue to Alon Logistics the Alon Logistics Notes

in exchange for any such distribution, dividend or transfer of such

Cash Consideration and (iii) Alon Logistics shall pledge all Alon

Logistics Notes to the Collateral Agent for the ratable benefit of

the Secured Parties in accordance with the Security Documents and

subject to the Intercreditor Agreement."

(h) Section 7.02(f) of the Revolving Credit Agreement is hereby

amended by (i) replacing "; and" with ";" at the end of paragraph (xiv) thereof;

(ii) re-lettering paragraph (xv) thereof as paragraph (xvi); (iii) inserting the

following new paragraph (xv) at the end thereof:

"investments by any Company and its Subsidiaries in the Unit

Consideration pursuant to the Contribution Agreement (as in effect

on the First Amendment Effective Date) and the issuance of the Alon

Logistics Notes; provided that the Unit Consideration and the Alon

Logistics Notes shall be pledged pursuant to the Security Documents

and subject to the Intercreditor Agreement; and"; and

(iv) replacing the parenthetical in clause (w) of the proviso in subsection (x)

thereof in its entirety with the following:

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"(including any Indebtedness of the Acquired Entity that is assumed

by a Company following such acquisition and the amount of any

forgivable loan owed to any Acquired Entity and any In