FIRST AMENDMENT TO
AMENDED REVOLVING CREDIT AGREEMENT
AND LOAN DOCUMENTS
FIRST
AMENDMENT, dated as of August 4, 2006 (this “
Amendment ”), to the Amended Revolving Credit
Agreement, dated as of June 22, 2006 (as amended, restated or
otherwise modified from time to time, the “ Credit
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 ”), EOC Acquisition LLC, a Delaware limited liability
company (“ Edgington ”; together with Alon LP
and such other subsidiaries of the Parent as may be designated as a
borrower hereunder by Alon LP with the prior written consent of the
Agent and the Required Lenders (each as defined therein), each
individually a “ Borrower ”, and, collectively,
the “ Borrowers ”), all direct and indirect
subsidiaries of the Parent (other than subsidiaries of Alon USA
Interests, LLC, a Texas limited liability company and Paramount
Petroleum Corporation, a Delaware corporation, (as defined below)
and its subsidiaries), the financial institutions from time to time
party hereto (each a “ Lender ” and
collectively, the “ Lenders ”), Israel Discount
Bank of New York, as administrative agent, 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 ”).
WHEREAS,
the Loan Parties, the Lenders, Bank Leumi and the Agent have
executed the Credit Agreement, which will, upon the occurrence of
the Effective Date thereunder, amend the Amended Revolving Credit
Agreement, dated as of February 15, 2006, by and among Alon LP
and certain of the Guarantors, the Lenders, the Agent and Bank
Leumi; and
WHEREAS,
the Loan Parties, the Lenders, Bank Leumi and the Agent wish to
amend the Credit Agreement and the Loan Documents, prior to the
Effective Date under the Credit Agreement, in order to exclude
Edgington from the agreements and the obligations contained therein
until the membership interests of Edgington are acquired by a
Subsidiary of the Parent; and
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.
Amendment to Credit Agreement . The Credit Agreement is
hereby amended by adding a new Section 12.24 , to read
in its entirety as follows:
“Section 12.24
Edgington Not a Loan Party . Notwithstanding anything to the
contrary contained herein, Edgington shall not (a) be
permitted to borrow under the Financing Agreement, (b) request
the issuance of any Letter of Credit, (c) receive any proceeds
of any Loan or
the benefit of
any Letter of Credit, or (d) be subject to any representation,
warranty, covenant or restriction or other obligation hereunder or
under any other Loan Document, unless and until in each case
Edgington becomes a Subsidiary of the Parent (the “
Edgington Acquisition Date ”). Until the Edgington
Acquisition Date, Edgington shall not be considered a Loan Party,
Company or Borrower, Pledgor or Grantor under any of the Loan
Documents. The Loan Parties agree to give the Agent and the Lenders
at least two Business Days’ written notice before Edgington
becomes a Subsidiary of the Parent. On the Edgington Acquisition
Date, Edgington shall automatically and immediately become fully
and legally bound by all of
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