250,000,000 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of October 22, 2009

103280v.11 BAN177/10008

$250,000,000
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Dated as of October 22, 2009

By and Among

ALON REFINING KROTZ SPRINGS, INC . ,
and
EACH OTHER PARTY JOINED AS A BORROWER HEREUNDER,
as Borrowers,

ALON REFINING LOUISIANA, INC .,
Holdings,

CERTAIN FINANCIAL INSTITUTIONS,
as Lenders

and

BANK OF AMERICA, N . A .,
as Agent

BANC OF AMERICA SECURITIES LLC,
as Lead Arranger and Book Manager

TABLE OF CONTENTS

Page

1

LIST OF EXHIBITS AND SCHEDULES

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is (this “ Agreement ”) dated as of October 22, 2009, among ALON REFINING KROTZ SPRINGS, INC ., a Delaware corporation (the “ Company ” or a “ Borrower ”), each other party joined as a borrower hereunder from time to time (each individually, a “ Borrower ” and, collectively with the Company, the “ Borrowers ”), ALON REFINING LOUISIANA, INC ., a Delaware corporation (“ Holdings ”), the financial institutions party to this Agreement from time to time as lenders (collectively, “ Lenders ”), and BANK OF AMERICA, N . A ., a national banking association, as administrative agent for the Lenders (“ Agent ”).

RECITALS :

WHEREAS , the Company entered into the Stock Purchase Agreement (as defined in Section 1.1 ), pursuant to which it acquired (the “ Valero Acquisition ”) from Valero Refining and Marketing Company, a Delaware corporation (the “ Seller ”), all the issued and outstanding Equity Interests of Valero Refining Company-Louisiana, a Delaware corporation (the “ Acquired Company ”), which owned a refinery located in Krotz Springs, Louisiana (the “ Krotz Springs Refinery ”) and assets related thereto, for aggregate consideration of $333,000,000 in cash, subject to adjustment as set forth therein;

WHEREAS , immediately following the consummation of the Valero Acquisition, the Company merged with and into the Acquired Company, with the Acquired Company being the surviving Person in such merger and the name of the surviving Person was changed to “Alon Refining Krotz Springs, Inc.”

WHEREAS , in connection with the Valero Acquisition, the Company and Holdings entered into a term loan agreement that provided for a term loan in the aggregate principal amount of $302,000,000 (the “ Term Loan Facility ”);

WHEREAS , in connection with the Valero Acquisition, the Company and Holdings entered into that certain Loan and Security Agreement dated July 3, 2008 (as amended prior to the date hereof, the “ Existing Loan and Security Agreement ”) with Agent and the lenders named therein pursuant to which such lenders made a revolving credit facility available to the Company;

WHEREAS , on or about the date of this Agreement, the Company intends to issue the Notes (as defined in Section 1.1 ) and refinance the Term Loan Facility in full with the proceeds thereof; and

WHEREAS , the Company has requested that Agent and Lenders amend and restate the Existing Loan and Security Agreement to accommodate issuance of the Notes, and Agent and Lenders have agreed to such amendment and restatement on the terms and conditions of this Agreement.

NOW, THEREFORE , for valuable consideration hereby acknowledged, the parties agree as follows:

SECTION 1 DEFINITIONS; RULES OF CONSTRUCTION

1.1 Definitions . As used herein, the following terms have the meanings set forth below:

ABL Priority Collateral : as defined in the Intercreditor Agreement; provided that, if Discharge (as defined in the Intercreditor Agreement) of the Non-ABL Obligations (as defined in the Intercreditor Agreement) shall have occurred, “ABL Priority Collateral” shall mean all Collateral.

Account : as defined in the UCC, including all rights to payment for goods sold or leased, or for services rendered.

Account Debtor : a Person who is obligated under an Account, Chattel Paper or General Intangible.

Acquired Company : as defined in the Recitals hereto.

Acquisition : the acquisition of (i) a controlling equity interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity interest or upon exercise of an option or warrant for, or conversion of securities into, such equity interest, or (ii) assets of another Person which constitute all or substantially all of the assets of such Person or of a line or lines of business conducted by such Person.

Additional Equity Contribution : a contribution by any Person (other than any Obligor) made following the Closing Date to Holdings in cash in the form of common equity, and made in turn by Holdings to the Company in cash and in the form of common equity, such contribution to be made directly to a Dominion Account upon prior or concurrent written notice to the Agent of the making of such contribution and the source of such contribution, all in detail reasonably satisfactory to the Agent.

Affiliate : with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

Agent Indemnitees : Agent and its officers, directors, employees, Affiliates, agents and attorneys.

Agent Professionals : attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.

Allocable Amount : as defined in Section 5.11.4 .

Annual Compensation Incentive Amount : as defined in Section 10.2.8(a) .

Anti-Terrorism Laws : any laws relating to terrorism or money laundering, including the Patriot Act.

Applicable Law : all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.

Applicable Margin : with respect to any Type of Loan or the Unused Line Fee, the margin set forth below, as determined by the Fixed Charge Coverage Ratio for the last Four-Quarter Period:

Until the date of receipt by the Agent of the quarterly financial statements delivered for the Fiscal Quarter ending March 31, 2009, the Applicable Margins shall be determined as if Level I were applicable. Thereafter, the margins shall be subject to increase or decrease upon receipt by Agent pursuant to Section 10.1.4 of the financial statements and corresponding Compliance Certificate for the last Fiscal Quarter, which change shall be effective on the first day of the calendar month following receipt. If, by the first day of a month, any financial statements and Compliance Certificate due in the preceding month have not been received, then the margins shall be determined as if Level III were applicable, from such day until the first day of the calendar month following actual receipt.

Approved Deposit Account : each Deposit Account (a) that is maintained within the United States with a commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia having combined capital and surplus in excess of $500,000,000 and otherwise acceptable to Agent, (b) as to which a Deposit Account Control Agreement has been executed and delivered to Agent and (c) as to which the deposits therein are not subject to any Lien, security interest or restriction upon withdrawal, other than Agent’s Liens and rights of setoff, Liens or adjustment of the applicable depositary bank, the Note Liens, and, with respect to the Crack Spread Hedging Cash Collateral Account, the Crack Spread Hedging Liens.

Approved Fund : any Person (other than a natural Person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in its ordinary course of activities, and is administered or managed by a Lender, an entity that administers or manages a Lender, or an Affiliate of either.

Asset Disposition : as defined in Section 10.2.6 .

Assignment and Acceptance : an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit B .

Availability : the Borrowing Base minus the principal balance of all Revolver Loans.

Availability Block : commencing May 1, 2009, on any date of determination during each period set forth below, an amount not to exceed the corresponding maximum amounts set forth below:

Availability Reserve : the Availability Block, plus the sum of each of the following (without duplication of any of the following) in such amounts and with respect to such matters as the Agent in its credit judgment, reasonably exercised, may elect to impose from time to time: (a) the Dilution Reserve; (b) the Inventory Reserve; (c) the Rent and Charges Reserve; (d) the LC Reserve; (e) the Bank Product Reserve; (f) all accrued Royalties, whether or not then due and payable by a Borrower; (g) the Earnout Reserve; (h) the aggregate amount of liabilities secured by Liens upon ABL Priority Collateral that are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (i) the First Purchaser Reserve; (j) reserves for customs charges and estimated excise fuel Taxes; and (k) such additional reserves, in such amounts and with respect to such matters as the Agent in its credit judgment, reasonably exercised, may elect to impose from time to time, in each case of the foregoing clauses (a) through (k), without duplication of reserves taken or reductions made in determining Eligible Petroleum Inventory, Eligible Petroleum Inventory in Transit and Eligible Investments. For the avoidance of doubt, the Availability Block shall not be deemed to be duplicative of any other reserves or reductions.

Bank of America : Bank of America, N.A., a national banking association, and its successors and assigns.

Bank of America Indemnitees : Bank of America and its officers, directors, employees, Affiliates, agents and attorneys.

Bank Product : any of the following products, services or facilities extended to any Borrower or Subsidiary by any Lender or any of its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements excluding any Crack Spread Hedging Agreement; (c) commercial credit card and merchant card services; and (d) leases and other banking products or services as may be requested by any Borrower or Subsidiary, other than Letters of Credit.

Bank Product Debt : all Indebtedness and other obligations of the Obligors arising under or relating to Bank Products.

Bank Product Reserve : the aggregate amount of reserves established by Agent from time to time in its discretion in respect of Bank Product Debt.

Bankruptcy Code : Title 11 of the United States Code.

Base Rate : for any day, a per annum rate equal to the greater of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) LIBOR for a 30 day interest period as determined on such day, plus 1.0%.

Base Rate Loan : any Loan that bears interest based on the Base Rate.

Blockage Period : means (a) the period beginning on January 1, 2009, and ending on the date upon which the Availability Block has been fully implemented (i.e., the maximum amount of $20,000,000 has been reached), and (b) thereafter, each period beginning on each Blockage Period Trigger Date (which Blockage Period Trigger Date may have occurred prior to the date set forth in clause (a) above) and ending on the first day of the second calendar month following the month in which such Blockage Period Trigger Date occurs, provided, that if such Blockage Period arises based exclusively on the occurrence or continuance of a Default or Event of Default, such Blockage Period shall end on the date on which such Default or Event of Default shall be cured or waived. For the avoidance of doubt, any two or more Blockage Periods may run concurrently and/or consecutively and a Blockage Period shall be deemed to remain in effect until all Blockage Periods have ended.

Blockage Period Trigger Date : each date on which any of the following occur: (a) Availability is less than an amount equal to 15% of the total Revolver Commitments on such date, (b) any date on which a Default or Event of Default occurs or (c) any date on which an Event of Default is continuing.

Board of Governors : the Board of Governors of the Federal Reserve System.

Borrowed Money : with respect to any Obligor, without duplication, its (a) Indebtedness that (i) arises from the lending of money by any Person to such Obligor, (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type upon which interest charges are customarily paid (excluding trade payables owing in the Ordinary Course of Business), or (iv) was issued or assumed as full or partial payment for Property; (b) Capital Lease Obligations and Synthetic Lease Obligations; (c) reimbursement obligations with respect to letters of credit; and (d) guaranties of any Indebtedness of the foregoing types owing by another Person.

Borrower Agent : as defined in Section 4.4 .

Borrowing : a group of Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day.

Borrowing Base : on any date of determination, an amount equal to the lesser of:

(a) the aggregate amount of Revolver Commitments, minus the LC Obligations; and

(b) the difference of:

(i) the sum of

(A) 85% of the Net Amount of Eligible Accounts; plus

(B) 85% of the Net Amount of Eligible Unbilled Accounts; plus

(C) 80% of the sum of (1) Eligible Petroleum Inventory and (2) Eligible Petroleum Inventory in Transit; plus

(D) 95% of Eligible Investments; plus

(E) 100% of Eligible Cash; plus

(F) 100% of the amount available to be drawn by the Agent on the Supporting Letters of Credit; plus

(G) 100% of Paid but Unexpired Letters of Credit; minus

(ii) the Availability Reserve;

provided , that no Accounts or Petroleum Product acquired in an Acquisition consummated by any Obligor after the Closing Date shall be included in any calculation of the Borrowing Base until completion of all field exams, appraisals, audits and other evaluation of Collateral in a manner and with results acceptable to Agent.

Borrowing Base Certificate : a certificate signed by a Financial Officer, in form and substance satisfactory to the Agent, by which Borrowers certify calculation of the Borrowing Base.

British Petroleum : BP p.l.c. and its direct or indirect wholly-owned Subsidiaries.

Business Day : any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, California, New York or North Carolina, and if such day relates to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted between banks in the London interbank Eurodollar market.

Capital Expenditures : for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Company and its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Company for such period prepared in accordance with GAAP, excluding (i) any such expenditures made to restore, replace or rebuild assets to the condition of such assets immediately prior to any Casualty to or Condemnation of such assets to the extent such expenditures are made with insurance proceeds or condemnation proceeds received in respect of any such Casualty or Condemnation, (ii) any such expenditures in the form of a substantially contemporaneous exchange of similar property, plant, equipment or other capital assets, except to the extent of cash or other consideration (other than the assets so exchanged), if any, paid or payable by the Company or any of its consolidated Subsidiaries, and (iii) any such expenditures in the form of earnout payments under the Earnout Agreement, (b) such portion of principal payments on Capital Leases Obligations or Synthetic Lease Obligations made by the Company and its consolidated Subsidiaries during such period as is attributable to additions to property, plant and equipment that have not otherwise been reflected in the consolidated statement of cash flows of the Company as additions to property, plant and equipment and (c) costs incurred with respect to turnarounds, catalysts, licensing, imaging and other operating costs of the Company and its consolidated Subsidiaries that are (or should be) classified as deferred assets in accordance with GAAP.

Capital Lease : any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

Capital Lease Obligations : of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as Capital Leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

Cash Collateral : cash, and any interest or other income earned thereon, that is delivered to Agent to Cash Collateralize any Obligations (other than Crack Spread Hedging Cash Collateral).

Cash Collateral Account : a demand deposit, money market or other account established with Agent, which account shall be subject to Agent’s Liens for the benefit of Secured Parties.

Cash Collateralize : the delivery of cash to Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “ Cash Collateralization ” has a correlative meaning.

Cash Interest Expense : for any period, the excess of (a) the sum, without duplication, of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of the Company and its consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (and, in any event, including any unused line fees payable during such period in respect of the credit facilities hereunder), (ii) any interest or other financing costs becoming payable during such period in respect of Indebtedness of the Company and its consolidated Subsidiaries to the extent such costs shall have been capitalized rather than included in consolidated interest expense for such period in accordance with GAAP (other than the debt issuance costs incurred on or prior to the Closing Date in connection with entering into this Agreement and the Indenture) and (iii) any cash payments made during such period in respect of obligations referred to in clause (b)(ii) below that were amortized or accrued in a previous period, minus (b) without duplication and to the extent included in such consolidated interest expense for such period, the sum of (i) noncash amounts attributable to amortization or write-off of capitalized interest or other financing costs paid in a previous period and (ii) noncash amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period.

Cash Management Services : any services provided from time to time by any Lender or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

Casualty : any event of damage or casualty relating to all or part of the Krotz Springs Refinery or to inventory owned by Holdings and the Subsidiaries.

CERCLA : the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq .).

Change in Law : the occurrence, after the date hereof, of (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

Change of Control : if:

(a) any “ person ” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (a) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of Parent (for the purposes of this clause (a) , such other person shall be deemed to beneficially own any Voting Stock of a specified person held by a parent entity, if such other person is the beneficial owner (as defined in this clause (a) ), directly or indirectly, of more than 50% of the voting power of the Voting Stock of such parent entity or has the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of such parent entity);

(b) individuals who on the Closing Date constituted the Board of Directors of Parent (together with any new directors whose election by the Board of Directors of Parent or whose nomination for election by the stockholders of Parent was approved by a vote of a majority of the directors of Parent then still in office who were either directors on the Closing Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Parent then in office;

(c) the adoption of a plan relating to the liquidation or dissolution of Parent;

(d) the merger or consolidation of Parent with or into another Person or the merger of another Person with or into Parent, or the sale of all or substantially all the assets of Parent (determined on a consolidated basis) to another Person (other than, in the case of any such merger or consolidation, with or into, a Person that is controlled by the Permitted Holders), other than a transaction following which (i) in the case of a merger or consolidation transaction, (A) holders of securities that represented 100% of the Voting Stock of Parent immediately prior to such transaction own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion to each other as before such transaction or (B) immediately after such transaction the Permitted Holders beneficially own, directly or indirectly, at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and (ii) in the case of a sale of assets transaction, each transferee either (A) is or becomes a Subsidiary of the transferor of such assets or (B) is or becomes a Person a majority of the total voting power of the Voting Stock of which is beneficially owned, directly or indirectly, by the Permitted Holders;

(e) any Person other than Parent, or one or more wholly owned subsidiaries of Parent (or, in respect of such Preferred Equity Interests, any other Affiliate of Parent), shall acquire ownership of any common Equity Interests or any Preferred Equity Interests in Holdings: or

(f) any Person other than Holdings shall acquire ownership of any Equity Interests (other than Permitted Compensation Incentive Equity Interests) in the Company.

Claims : all liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, resignation or replacement of Agent, or replacement of any Lender) incurred by or asserted against any Indemnitee in any way relating to (a) any Loans, Letters of Credit, Loan Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

Closing Date : as defined in Section 6.1 .

Code : the Internal Revenue Code of 1986.

Collateral : all Property described in Section 7.1 , all Property described in any Security Documents as security for any Obligations, and all other Property that now or hereafter secures (or is intended to secure) any Obligations.

Commitment : for any Lender, the aggregate amount of such Lender’s Revolver Commitment. “ Commitments ” means the aggregate amount of all Revolver Commitments.

Commitment Termination Date : the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Borrowers terminate the Revolver Commitments pursuant to Section 2.1.4 ; or (c) the date on which the Revolver Commitments are terminated pursuant to Section 11.2 .

Compliance Certificate : a certificate, in the form of Exhibit G , duly completed and signed by a Financial Officer and otherwise satisfactory to the Agent.

Condemnation : any taking, exercise of rights of eminent domain, public improvement, inverse condemnation, condemnation or similar action of or proceeding by any Governmental Authority or any other Person relating to all or part of the Krotz Springs Refinery.

Control : means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have correlative meanings.

Cost of Acquisition : with respect to any Acquisition, the sum of the following (without duplication): (a) the value of the Equity Interests, warrants or options to acquire Equity Interests of Holdings or any Subsidiary to be transferred in connection therewith, (b) the amount of any cash and fair market value of other property given as consideration, (c) the amount of any Indebtedness incurred, assumed or acquired by Holdings or any Subsidiary in connection with such Acquisition, (d) the aggregate fair market value of all other consideration, including earnouts, covenants not to compete and contingent obligations, given by Holdings or any Subsidiary in connection with such Acquisition, and (e) out of pocket transaction costs for the services and expenses of attorneys, accountants and other consultants incurred in effecting such transaction, and other similar transaction costs so incurred.

Crack Spread Hedging Agreement : any Hedge Agreement or combination of Hedge Agreements to which any Obligor is a party that hedges against fluctuations in the difference between the price of crude oil and the price of refined petroleum products, together with the schedules and exhibits thereto.

Crack Spread Hedging Cash Collateral : cash deposited by the Company or its Affiliates with, or for the benefit of, (a) the Crack Spread Hedging Counterparty as support for the Company’s obligations under the Crack Spread Hedging Agreement or (b) the issuer of the Crack Spread Hedging Support LC as support for the Company’s obligations under the Crack Spread Hedging Support LC as the account party thereunder; provided, that the total amount of such cash shall not exceed the lesser of (i) $50,000,000, or (ii) the sum of (1) the net proceeds retained by the Company from issuance of the Notes following repayment of the Term Loan Facility and (2) cash collateral contributed for such purpose by Parent and its Affiliates (other than Holdings and its Subsidiaries, except to the extent such cash collateral was originally contributed to Holdings or its Subsidiaries by Parent and its Affiliates (other than Holdings and its Subsidiaries)).

Crack Spread Hedging Cash Collateral Account : as defined in the Intercreditor Agreement.

Crack Spread Hedging Documents : as defined in the Intercreditor Agreement.

Crack Spread Hedging Counterparty : any Person that is party to a Crack Spread Hedging Agreement as the counterparty to any Obligor thereunder and a party to the Intercreditor Agreement pursuant to an Intercreditor Joinder Agreement.

Crack Spread Hedging Liens : as defined in the Intercreditor Agreement.

Crack Spread Hedging Secured Party : as defined in the Intercreditor Agreement.

Crack Spread Hedging Support LC : one or more letters of credit issued for the benefit of a Crack Spread Hedging Counterparty as support for the Company’s obligations under any Crack Spread Hedging Agreement in the aggregate face amount not to exceed the lesser of (a) $50,000,000, or (b) the sum of (i) the net proceeds retained by the Company from issuance of the Notes following repayment of the Term Loan Facility and (ii) cash collateral contributed by Parent and its Affiliates (other than Holdings and its Subsidiaries, except to the extent such cash collateral was originally contributed to Holdings or its Subsidiaries by Parent and its Affiliates (other than Holdings and its Subsidiaries)) to support reimbursement obligations in respect of such letters of credit.

CWA : the Clean Water Act (33 U.S.C. §§ 1251 et seq .).

Debt Rating : with respect to any Person, as of any date of determination, the rating as determined by either S&P or Moody’s of the Person’s non-credit-enhanced, senior unsecured long-term debt.

Default : an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.

Default Rate : for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto.

Defaulting Lender : any Lender that (a) fails to make any payment or provide funds to the Agent or any Borrower as required hereunder or fails otherwise to perform its obligations under any Loan Document, and such failure is not cured within one Business Day, or (b) is the subject of any Insolvency Proceeding.

Deposit Account Control Agreements : the deposit account control agreements, in form and substance acceptable to Agent, to be executed by each institution maintaining a Deposit Account for a Borrower, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.

Dilution Percent : the percent, determined for Borrowers’ most recent Fiscal Quarter, equal to (a) bad debt write-downs or write-offs, discounts, returns, promotions, credits, credit memos and other dilutive items with respect to Accounts, divided by (b) gross sales.

Dilution Reserve : the reserve established by the Agent from time to time in an amount up to the sum of (a) (i) .1% for each .1 percentage point that the Dilution Percent exceeds 2.5%, multiplied by (ii) the Net Amount of Eligible Accounts, plus (b) (i) .1% for each .1 percentage point that the Dilution Percent exceeds 2.5%, multiplied by (ii) the Net Amount of Eligible Unbilled Accounts.

Disqualified Equity Interest : with respect to Holdings, any Equity Interest in Holdings that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

(a) matures or is required to be redeemed or repurchased, in whole or in part, by Holdings or any Subsidiary;

(b) is convertible or exchangeable at the option of the holder thereof for Indebtedness or Equity Interests of Holdings or any Subsidiary (other than solely for Equity Interests in Holdings that do not constitute Disqualified Equity Interests); or

(c) is redeemable (other than solely for Equity Interests in Holdings that do not constitute Disqualified Equity Interests) or is required to be repurchased by Holdings or any Subsidiary, in whole or in part, at the option of the holder thereof;

in each case, on or prior to 180 days after the Revolver Termination Date.

Dollars : lawful money of the United States.

Domestic Subsidiary : any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

Dominion Account : a special account established by Borrowers at Bank of America or another bank acceptable to Agent, over which Agent has control for withdrawal purposes.

Double-Sided Application Period : each period beginning on each Double-Sided Application Trigger Date and ending on the first day of the second calendar month following the month in which such Double-Sided Application Trigger Date occurs; provided, that if such Double-Sided Application Period arises based exclusively on the occurrence or continuance of a Default or Event of Default, such Double-Sided Application Period shall end on the date on which such Default or Event of Default shall be cured or waived. For the avoidance of doubt, any two or more Double-Sided Application Periods may run concurrently and/or consecutively and a Double-Sided Application Period shall be deemed to remain in effect until all Double-Sided Application Periods have ended.

Double-Sided Application Trigger Date : each date on which any of the following occur: (a) Availability has been less than $15,000,000 for three (3) consecutive Business Days, (b) any date on which a Default or Event of Default occurs or (c) any date on which an Event of Default is continuing.

Earnout Agreement : the Earnout Agreement entered into on July 3, 2008 by and between the Company and the Seller pursuant to the Stock Purchase Agreement, as amended from time to time.

Earnout Reserve : a reserve in respect of payments under the Earnout Agreement, which reserve may be established and maintained from time to time by the Agent in a maximum amount not to exceed the sum of (a) all past due payments thereunder plus (b) the scheduled payment falling due in the next Fiscal Quarter.

EBITDA : for any period, Net Income for such period, plus (a) without duplication and to the extent included in the calculation of such Net Income, the sum of (i) consolidated interest expense for such period (including imputed interest expense in respect of Capital Lease Obligations), determined on a consolidated basis in accordance with GAAP, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period (excluding amortization expense attributable to a prepaid cash item that was paid in a prior period), (iv) the Transaction Costs, (v) any non-recurring loss to the extent the Company or any of its consolidated Subsidiaries has received during such period in cash an indemnification payment in respect of such loss pursuant to the indemnification provisions of the Stock Purchase Agreement, (vi) earnout expense for such period relating to the Earnout Agreement, and (vii) any noncash charges for such period (excluding inventory write-offs, any bad debt expense and any noncash charge to the extent it represents an accrual of or a reserve for cash expenditures in any future period); provided , that any cash payment made with respect to any noncash items added back in computing EBITDA for any prior period pursuant to this clause (a) shall be subtracted in computing EBITDA for the period in which such cash payment is made; plus (b) without duplication and to the extent not included in determining such Net Income, all cash proceeds of business interruption insurance received by the Company or any of its consolidated Subsidiaries during such period; and minus (c) without duplication and to the extent included in determining such Net Income, (i) any extraordinary gains for such period and (ii) noncash items of income for such period (excluding any noncash items of income (A) in respect of which cash was received in a prior period or will be received in a future period or (B) that represents the reversal of any accrual for, or cash reserves for, anticipated cash charges in any prior period), all determined on a consolidated basis in accordance with GAAP; provided , that EBITDA for any period shall be calculated to exclude any unrealized non-cash gain or loss for such period in respect of Hedging Agreements resulting from the application of the Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”, or a successor thereto, and the related tax effects.

ECF Payment Account : an Approved Deposit Account into which funds are deposited for the purposes of making Permitted Excess Cash Flow Payments.

Eligible Account : an Account owing to a Borrower that has been properly invoiced and arises in the Ordinary Course of Business from the sale of goods or the rendition of services, is payable in Dollars and is deemed by Agent, in its reasonable commercial discretion to be an Eligible Account. Without limiting the foregoing, no Account shall be an Eligible Account if

(a) it is unpaid for more than 30 days after the original due date, or more than 45 days after the original invoice date;

(b) 50% or more of the Accounts owing by the Account Debtor are not Eligible Accounts hereunder;

(c) when aggregated with other Accounts owing by the Account Debtor, it exceeds (i) for British Petroleum during a Qualifying Period, 100% of the aggregate of all Eligible Accounts, (ii) for Valero Marketing during a Qualifying Period, 40% of the aggregate of all Eligible Accounts, (iii) for any Account Debtor with an Debt Rating of at least “BBB-” from S&P and “Baa3” from Moody’s, 35% of the aggregate of all Eligible Accounts, and (iv) for all other Account Debtors, 25% of the aggregate of all Eligible Accounts (or, in the case of clause (iii) and (iv) , such higher percentage as Agent may establish for the applicable Account Debtors from time to time);

(d) a covenant or representation herein applicable thereto has been breached;

(e) it is owing by a creditor, supplier or fulfillment partner, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof);

(f) an Insolvency Proceeding has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, or is not Solvent;

(g) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada;

(h) it is owing by a Government Authority, unless the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Agent in compliance with the Assignment of Claims Act;

(i) it is not subject to a duly perfected, first priority Lien in favor of Agent, or is subject to any other Lien (other than the Note Liens);

(j) the goods giving rise to it have not been delivered to and accepted by the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale;

(k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment;

(l) its payment has been extended or it arises from a sale on a cash-on-delivery basis;

(m) it arises from a sale to an Affiliate, or from a sale on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment, or other repurchase or return basis;

(n) it represents a progress billing or retainage;

(o) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof; or

(p) it arises from a retail sale to a Person who is purchasing for personal, family or household purposes;

provided , that in calculating delinquent portions of Accounts under clauses (a) and (b) herein, credit balances more than 45 days old will be excluded; and provided , further , that any Account that would otherwise be ineligible under clauses (a) through (g) or (l) above shall be an Eligible Account hereunder if and to the extent that the Agent (i) has received a letter of credit naming the Agent as beneficiary, issued by a financial institution acceptable to Agent and in a stated amount and containing conditions of drawing and other terms acceptable to Agent, and (ii) has determined that no undue administrative burden has arisen with respect maintaining such letters of credit and the accommodation hereunder.

Eligible Assignee : a Person that is (a) a Lender (including any financial institution joined as a Lender party hereto in connection with the initial syndication of the Revolver Commitments), U.S.-based Affiliate of a Lender or Approved Fund; (b) any other financial institution approved by Agent and Borrower Agent (which approval by Borrower Agent shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within five Business Days after notice of the proposed assignment), that is organized under the laws of the United States or any state or district thereof, has total assets in excess of $5 billion and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of the Code or any other Applicable Law; and (c) during any Event of Default, any Person acceptable to Agent in its discretion, or the Note Collateral Agent upon exercise of its option to acquire the Obligations pursuant to the Intercreditor Agreement.

Eligible Cash : the sum of cash of the Borrowers that is subject to (a) the first priority Lien of Agent in favor of the Lenders and (b) held in a Cash Collateral Account.

Eligible Investments : all Qualifying Investments owned by the Obligors that are held in a custody account subject to the Agent’s control and exclusive dominion and that are subject to a valid, first priority, perfected Lien and security interest in favor of the Agent, for the benefit of the Lenders.

Eligible Petroleum Inventory : the amount, valued on a Marked-to-Market Basis, of Petroleum Product owned by the Borrowers and is held for sale or that consists of raw materials and, in each case, that is subject to a valid, first priority perfected Lien and security interest in favor of the Agent; provided that, unless the Agent shall otherwise elect in its sole discretion, Eligible Petroleum Inventory shall not include any Petroleum Product:

(a) that is held on consignment or not otherwise owned by a Borrower, or is of a type no longer sold by a Borrower;

(b) that is obsolete or returned or repossessed or used goods taken in trade;

(c) that is not in good condition, is unmerchantable, constitutes bottoms, heels or damaged product or does not meet in all material respects all standards imposed by any Governmental Authority having regulatory authority over such goods, their use, or sale;

(d) that is subject to any other Lien whatsoever (other than Note Liens and the Liens described in clause (b) of the definition of Permitted Encumbrances, provided that such Liens: (i) are junior in priority to the Agent’s Liens or subject to Availability Reserves; and (ii) do not impair directly or indirectly the ability of the Agent to realize on or obtain the full benefit of the Collateral);

(e) that consists solely of chemicals (other than commodity chemicals maintained in bulk), samples, prototypes, supplies, or packing and shipping materials;

(f) that has been shipped to a customer of a Borrower regardless of whether such shipment is on a consignment basis;

(g) that is not (i) located at a location owned or leased by a Borrower and set forth on Schedule 8.6.1 hereto or, (ii) if not at such location, in transit between any such locations;

(h) that is not currently either usable or salable, at market price, in the normal course of the Borrowers’ business;

(i) that contains or bears any Intellectual Property licensed to a Borrower by any Person, if the Agent is not satisfied that it may sell or otherwise dispose of such Inventory in accordance with the terms of this Agreement without infringing the rights of the licensor of such Intellectual Property or violating any contract with such licensor (and without payment of any royalties other than any royalties due with respect to the sale or disposition of such Inventory pursuant to the existing license agreement) and as to which the Borrowers have not delivered to the Agent a consent or sublicense agreement from such licensor in form and substance acceptable to the Agent if requested; and

(j) that the Agent shall otherwise designate as ineligible in its credit judgment, reasonably exercised.

There shall be maintained at all times a Rent and Charge Reserve for all Inventory that is located in a public warehouse or in possession of a bailee or in a facility leased by a Borrower unless a Lien Waiver has been executed and delivered with respect to such location.

Eligible Petroleum Inventory in Transit : the aggregate value on a Marked-to-Market Basis of Petroleum Product contracted for purchase by the Borrowers if:

(a) such Petroleum Product has not, as of such time, been delivered to a Borrower;

(b) such Petroleum Product has not been included as Eligible Petroleum Inventory in the then effective Borrowing Base Certificate but will be eligible for inclusion in the Borrowing Base upon the delivery thereof; and

(c) a Borrower’s obligation to pay the purchase price of such Petroleum Product is supported by one or more Letters of Credit; provided , that (i) for purposes of including such Petroleum Product in the Borrowing Base, the value of such Petroleum Product shall not exceed the difference between (A) the maximum amount available to be drawn on such Letters of Credit and (B) the aggregate amount of payables owing to the beneficiary of such Letters of Credit (which amount of payables shall be reduced to the extent the Agent has received documentation satisfactory to it that other letters of credit are required to be utilized by such beneficiary first to satisfy such payables prior to any Letters of Credit issued hereunder), and (ii) the portion of any such Letter of Credit supporting such purchase price is not included in the Borrowing Base as a Paid but Unexpired Letter of Credit.

Eligible Unbilled Account : an Account owing to a Borrower that arises in the Ordinary Course of Business from the sale of goods or rendition of services, is payable in Dollars, and would otherwise be an Eligible Account except that such Account has not yet been billed to the Account Debtor, so long as the period following the date of the sale of such goods or rendering of such services and prior to the date of the issuance of the invoice for such goods or services is less than 30 days from such date.

Enforcement Action : any action to enforce any Obligations or Loan Documents or to realize upon any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, or otherwise).

Environmental Agreement : each agreement of Borrowers with respect to all Mortgaged Properties, pursuant to which Borrowers agree to indemnify and hold harmless Agent and Lenders from liability under any Environmental Laws.

Environmental Laws : all Applicable Laws relating to protection of the environment, natural resources, human health and safety or the presence, Release of, or exposure to, Hazardous Materials, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials (but excluding occupational safety and health, to the extent regulated by OSHA), including CERCLA, RCRA and CWA.

Environmental Liability : all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or noncompliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

Equity Interest : the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited liability or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of equity security or ownership interest in any other entity.

ERISA : the Employee Retirement Income Security Act of 1974.

ERISA Affiliate : any trade or business (whether or not incorporated) that, together with Holdings, is treated as a single employer under Section 414(b) or 414(c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

ERISA Event : (a) any “ reportable event ”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding standard (as defined in Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by Holdings or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of Holdings or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (e) the receipt by Holdings or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) a determination that any Plan is, or is expected to be, in “ at-risk ” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4)of the Code); (g) the receipt by Holdings or any of its ERISA Affiliates of any notice, or the receipt from any Multiemployer Plan by the Company or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in endangered or critical status, within the meaning of Section 305 of ERISA; (h) the occurrence of a “ prohibited transaction ” with respect to which Holdings or any Subsidiary is a “ disqualified person ” (within the meaning of Section 4975 of the Code) or with respect to which Holdings or any such Subsidiary could otherwise be liable; or (i) any other event or condition with respect to a Plan or Multiemployer Plan that could reasonably be expected to result in liability of Holdings or any Subsidiary.

Event of Default : as defined in Section 11 .

Excess Cash Flow : as defined in the Indenture as in effect on the date hereof.

Excess Cash Flow Offer : as defined in the Indenture as in effect on the date hereof.

Excluded Tax : with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above, and (c) in the case of a Foreign Lender, any withholding tax attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10 , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax.

Existing Letters of Credit : the letters of credit listed on Schedule 2.3 hereto.

Existing Loan and Security Agreement : as defined in the Recitals hereto.

Existing Parent Revolving Credit Agreement : that certain Amended Revolving Credit Agreement, dated as of June 22, 2006 by and among Alon USA, LP, f/k/a SWBU, L.P., a Texas limited partnership, as a borrower, such other subsidiaries of the Parent as may be designated as a borrower thereunder, Parent and all direct and indirect subsidiaries of the Parent (other than the “Excluded Subsidiaries” as defined therein), each as a guarantor, the financial institutions from time to time party thereto as lenders, Israel Discount Bank of New York, as administrative agent, co-arranger and collateral agent for the lenders, and Bank Leumi USA, as co-arranger for the lenders, as amended by a First Amendment dated as of August 4, 2006, a Waiver, Consent, Partial Release and Second Amendment dated as of February 28, 2007, a Third Amendment dated as of June 29, 2007, and a Waiver, Consent, Partial Release and Fourth Amendment dated as of July 2, 2008.

Existing Parent Term Credit Agreement : the Credit Agreement dated as of June 22, 2006, as amended, among Parent, the lenders party thereto and Credit Suisse, as administrative agent.

Extraordinary Expenses : all costs, expenses or advances that Agent may incur during a Default or Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations; and (g) Protective Advances. Such costs, expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.

Extraordinary Receipts : net cash amounts received by the Obligors not in the Ordinary Course of Business in respect of (a) pension plan reversions; (b) judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action; (c) indemnity payments; and (d) any purchase price adjustment received in connection with any purchase agreement; provided , that Extraordinary Receipts shall not include cash receipts from indemnity payments to the extent that such payments are received by any Obligor in respect of any third party claim against such Obligor and applied to pay (or to reimburse such Obligor for its prior payment of) such claim and the costs and expenses of such Obligor with respect thereto. As used above, “ net cash amount ” means the cash amount of such receipts, net of bona fide direct costs incurred to non-Affiliates of any Obligor in connection with obtaining such cash receipts, including (i) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and fees of accountants and consultants, and (ii) transfer or similar taxes.

ExxonMobil Pipeline Supply Contract : any agreement pursuant to which Holdings or any Subsidiary obtains crude oil through any ExxonMobil Pipeline, and any agreement relating thereto, other than any tariff rules and regulations and similar agreements of general application from time to time published by ExxonMobil Pipeline Company.

ExxonMobil Pipelines : the pipeline systems known as (a) the “Southbend/Sunset System” and (b) the “Northline System”, each operated by ExxonMobil Pipeline Company.

Fee Letter : the fee letter agreement dated as of June 3, 2008 between Agent and the Company, as amended from time to time.

Federal Funds Rate : (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is published on the next Business Day, the average rate (rounded up, if necessary, to the nearest 1/8 of 1%) charged to Bank of America on the applicable day on such transactions, as determined by Agent.

Financial Officer : the chief financial officer, principal accounting officer, treasurer or controller of a Borrower, or if the context requires, another Obligor or the Parent.

First Purchaser Lien : a statutory Lien created in connection with the sale and purchase of Petroleum Product, including the statutory Liens, if any, created under the laws of Texas, New Mexico, Wyoming, Kansas, Oklahoma, or any other state.

First Purchaser Reserve : the reserve established by the Agent from time to time in an amount up to the unpaid amount of any payable obligation related to the purchase of Petroleum Product by the Obligors that the Agent determines may be secured by a First Purchaser Lien to the extent such payable obligation is not at the time in question covered by a Letter of Credit.

Fiscal Quarter : each period of three months, commencing on the first day of a Fiscal Year.

Fiscal Year : the Fiscal Year of Borrowers and Subsidiaries for accounting and tax purposes, ending on December 31 of each year.

Fixed Charge Coverage Ratio : the ratio, determined on a consolidated basis for the Company and its consolidated Subsidiaries for any period of calculation, of (a) EBITDA for such period minus Capital Expenditures (except those financed with Borrowed Money other than Loans) made during such period minus payments made under the Earnout Agreement during such period to the extent such payments were included as an add back to EBITDA to (b) Fixed Charges for such period.

Fixed Charges : the sum , determined without duplication and on a consolidated basis for Company and its consolidated Subsidiaries in accordance with GAAP for any period of calculation thereof, of (a) Cash Interest Expense for such period plus (b) cash Taxes paid during such period plus (c) Restricted Payments made during such period plus (d) principal payments made on Indebtedness for Borrowed Money during such period.

FLSA : the Fair Labor Standards Act of 1938.

Four-Quarter Period : a period of four full consecutive Fiscal Quarters of the Company and its consolidated Subsidiaries, taken together as one accounting period.

Foreign Lender : any Lender that is organized under the laws of a jurisdiction other than the laws of the United States, or any state or district thereof.

Foreign Plan : any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Obligor or Subsidiary.

Foreign Subsidiary : a Subsidiary that is a “ controlled foreign corporation ” under Section 957 of the Code, such that a guaranty by such Subsidiary of the Obligations or a Lien on the assets of such Subsidiary to secure the Obligations would result in material tax liability to Borrowers.

Full Payment : with respect to any Obligations, (a) except as set forth under clause (b) below, the full and indefeasible cash payment thereof, including any interest, fees and other charges accruing during an Insolvency Proceeding or that would have accrued but for the commencement of any Insolvency Proceeding (whether or not allowed or allowable in the proceeding); (b) if such Obligations are LC Obligations or inchoate or contingent in nature (other than contingent indemnification obligations for which no claim has been asserted), Cash Collateralization thereof (or delivery of a standby letter of credit acceptable to Agent in its discretion, in the amount of required Cash Collateral); and (c) a release of any Claims of Obligors against each Indemnitee arising on or before the payment date. The Obligations shall not be deemed to have been paid in full until all Commitments have expired or been terminated.

GAAP : generally accepted accounting principles in effect in the United States from time to time.

Governmental Approvals : all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

Governmental Authority : any federal, state, municipal, foreign or other governmental department, agency, commission, board, bureau, court, tribunal, instrumentality, political subdivision, or other entity or officer exercising executive, legislative, judicial, regulatory or administrative functions for or pertaining to any government or court, in each case whether associated with the United States, a state, district or territory thereof, or a foreign entity or government.

Guarantee : of or by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided , that the term “Guarantee” shall not include endorsements for collection or deposit in the Ordinary Course of Business.

Guarantee and Collateral Agreement : each Guarantee and Collateral Agreement entered into from time to time among the Obligors (other than Holdings and any Borrowers) and Agent, in form and substance reasonably satisfactory to Agent.

Guarantor : each Subsidiary of the Company from time to time providing a Guarantee and Collateral Agreement in accordance with the requirements of this Agreement.

Hazardous Materials : (a) any petroleum products or byproducts and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting substances and (b) any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any Environmental Law.

Hedging Agreement : an agreement that is a “Swap Agreement”, as such term is defined in the Bankruptcy Code, including any rate swap agreement, basis swap, forward rate agreement, commodity swap, commodity future, interest rate option, forward foreign exchange agreement, spot foreign exchange agreement, rate cap agreement rate, floor agreement, rate collar agreement, currency swap agreement, cross-currency rate swap agreement, currency option, any other similar agreement (including any option to enter into any of the foregoing or a master agreement for any the foregoing together with all supplements thereto) for the purpose of protecting against or managing exposure to fluctuations in interest or exchange rates, currency valuations or commodity prices.

Holdings : as defined in the first paragraph hereto.

Holdings Guaranty : as defined in Section 15.1 .

Holdings Subordinated Loans : one or more loans extended by Parent or one or more of its Affiliates (other than Holdings and the Subsidiaries) to Holdings; provided that (a) no such loan (i) shall be Guaranteed by any Subsidiary, (ii) shall be secured by any Lien on any asset of Holdings or any Subsidiary or (iii) shall require any payment or other distribution, whether on one or more fixed dates, upon the occurrence of one or more events or otherwise, of principal or cash interest prior to Full Payment of the Obligations has occurred, except for any payments expressly permitted under Section 10.2.8(a)(iv) and (b) the obligee thereunder shall have entered into a Holdings Subordination Agreement with respect thereto.

Holdings Subordination Agreement : an agreement among Holdings, the Agent and one or more Persons that shall have made Holdings Subordinated Loans, substantially in the form of Exhibit F.

Inactive Subsidiary : any Subsidiary (a) that does not conduct any business operations, (b) has assets with a book value of $100,000 or less and (c) does not have any Indebtedness outstanding.

Indebtedness : with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances by other Persons of any kind, (b) all monetary obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all monetary obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person (excluding trade accounts payable incurred in the Ordinary Course of Business), (d) all monetary obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) current accounts payable incurred in the Ordinary Course of Business, (ii) deferred compensation, (iii) any purchase price adjustment under the Stock Purchase Agreement and (iv) any earnout payment under the Earnout Agreement), (e) all Capital Lease Obligations and Synthetic Lease Obligations of such Person, (f) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (g) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (h) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, and (i) all Guarantees by such Person of Indebtedness of others. The Indebtedness of any Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such other Person, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For the avoidance of doubt, the term “Indebtedness” shall not include any obligation of the Company or any of its Subsidiaries (including any obligations under the Crack Spread Hedging Agreement or any other Hedging Agreement) solely as a result of such obligation being reflected as a liability on the consolidated balance sheet of the Company prepared in accordance with GAAP, except to the extent such obligation is of the type set forth in clauses (a) through (i) above.

Indemnified Taxes : Taxes other than Excluded Taxes.

Indemnitees : Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees.

Indenture : the Indenture dated as of the date hereof between the Company and Wilmington Trust FSB, as trustee, as amended from time to time, pursuant to which the Company issues the Notes.

Indenture Borrowing Base : the “Borrowing Base” as defined in the Permitted Note Facility.

Insolvency Proceeding : any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.

Intellectual Property : all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to use any of the foregoing; and all books and records relating to the foregoing.

Intellectual Property Claim : any claim or assertion (whether in writing, by suit or otherwise) that a Borrower’s or Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.

Intercreditor Acknowledgement : a Consent and Acknowledgement dated as of the date hereof, executed by Holdings and the Company, as such Consent and Acknowledgement may be supplemented from time to time.

Intercreditor Agreement : the Intercreditor Agreement dated as of the date hereof by and between Agent, the Note Collateral Agent, and each Crack Spread Hedging Secured Party party thereto from time to time, substantially in the form of Exhibit E.

Interest Period : as defined in Section 3.1.3 .

Interim Borrowing Base Certificate : a certificate signed by a Financial Officer, in form and substance satisfactory to the Agent, providing only updated calculations of Eligible Accounts consistent with the calculation of Eligible Accounts in the Borrowing Base Certificates heretofore delivered to Agent and reflecting changes in the outstanding principal amount of Loans, in each case since delivery of the last Borrowing Base Certificate or Interim Borrowing Base Certificate, as the case may be, and pursuant to which Borrowers certify such calculations of the Eligible Accounts portion of such certificate and such changes in the outstanding principal amount of Loans as set forth in such certificate.

Inventory : as defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, crude oil, natural gas, natural gas liquids, gasoline, diesel, aviation fuel, fuel oil, propane, ethanol, and other hydrocarbons and other refined products and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in a Borrower’s business (but excluding Equipment).

Inventory Reserve : reserves established by Agent to reflect factors that may negatively impact the value of Inventory, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.

Investment : any Equity Interests, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, or any capital contribution or loans or advances (other than advances to customers in the Ordinary Course of Business that would be recorded as accounts receivable on the balance sheet of the lender prepared in accordance with GAAP) to, Guarantees of any Indebtedness or other obligations of, or any other investment in, any other Person that are held or made by the specified Person. The amount, as of any date of determination, of (a) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, (b) any Investment in the form of a Guarantee shall be the principal amount outstanding on such date of Indebtedness or other obligation being guaranteed thereby (or, in the case of a Guarantee of an obligation that does not have a principal amount, the maximum monetary exposure as of such date of the guarantor under such Guarantee (as determined reasonably and in good faith by a Financial Officer of Holdings and the Company)), and (c) any other Investment, including any capital contribution, shall be its fair value (as determined reasonably and in good faith by a Financial Officer of Holdings and the Company) at the time made, without giving effect to any subsequent changes in value of, or write-ups, write-downs or write-offs with respect to, such Investment.

IP Security Agreements : the Patent Security Agreement and the Patent Assignment.

IRS : the United States Internal Revenue Service.

Issuing Bank : Bank of America or an Affiliate of Bank of America.

Issuing Bank Indemnitees : Issuing Bank and its officers, directors, employees, Affiliates, agents and attorneys.

Krotz Springs Refinery : as defined in the Recitals hereto.

LC Application : an application by Borrower Agent to Issuing Bank for issuance of a Letter of Credit, in form and substance satisfactory to Issuing Bank.

LC Conditions : the following conditions necessary for issuance of a Letter of Credit: (a) each of the conditions set forth in Section 6 ; (b) after giving effect to such issuance, total LC Obligations do not exceed the Letter of Credit Subline, no Overadvance exists and, if no Revolver Loans are outstanding, the LC Obligations do not exceed the Borrowing Base (without giving effect to outstanding LC Obligations in the case of the applicability of clause (a) of the defined term Borrowing Base, and without giving effect to the LC Reserve in the case of applicability of clause (b) of the defined term Borrowing Base, in each case for purposes of this calculation); (c) the expiration date of such Letter of Credit is (i) no more than 365 days from issuance, in the case of standby Letters of Credit, (ii) no more than 120 days from issuance, in the case of documentary Letters of Credit, and (iii) at least 30 Business Days prior to the Revolver Termination Date; (d) the Letter of Credit and payments thereunder are denominated in Dollars; and (e) the purpose and form of the proposed Letter of Credit is satisfactory to Agent and Issuing Bank in their discretion.

LC Documents : all documents, instruments and agreements (including LC Requests and LC Applications) delivered by Borrowers or any other Person to Issuing Bank or Agent in connection with issuance, amendment or renewal of, or payment under, any Letter of Credit.

LC Obligations : the sum (without duplication) of (a) all amounts owing by Borrowers for any drawings under Letters of Credit; (b) the stated amount of all outstanding Letters of Credit; and (c) all fees and other amounts owing with respect to Letters of Credit.

LC Request : a request for issuance of a Letter of Credit, to be provided by Borrower Agent to Issuing Bank, in form satisfactory to Agent and Issuing Bank.

LC Reserve : the aggregate of all LC Obligations, other than (a) those that have been Cash Collateralized; and (b) if no Default or Event of Default exists, those constituting charges owing to the Issuing Bank.

Lender Indemnitees : Lenders and their officers, directors, employees, Affiliates, agents and attorneys.

Lenders : as defined in the preamble to this Agreement, including Agent in its capacity as a provider of Swingline Loans and any other Person who hereafter becomes a “ Lender ” pursuant to an Assignment and Acceptance.

Lending Office : the office designated as such by the applicable Lender at the time it becomes party to this Agreement or thereafter by notice to Agent and Borrower Agent.

Letter of Credit : any standby or documentary letter of credit issued by Issuing Bank for the account of a Borrower, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Agent or Issuing Bank for the benefit of a Borrower, including the Existing Letters of Credit.

Letter of Credit Subline : means an amount equal to the aggregate Revolver Commitments.

LIBOR : for any Interest Period with respect to a LIBOR Loan, the per annum rate of interest (rounded upward, if necessary, to the nearest 1/8th of 1%), determined by Agent at approximately 11:00 a.m. (London time) two Business Days prior to commencement of such Interest Period, for a term comparable to such Interest Period, equal to (a) the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source designated by Agent); or (b) if BBA LIBOR is not available for any reason, the interest rate at which Dollar deposits in the approximate amount of the LIBOR Loan would be offered by Bank of America’s London branch to major banks in the London interbank Eurodollar market. If the Board of Governors imposes a Reserve Percentage with respect to LIBOR deposits, then LIBOR shall be the foregoing rate, divided by 1 minus the Reserve Percentage.

LIBOR Loan : each set of LIBOR Revolver Loans having a common length and commencement of Interest Period.

LIBOR Revolver Loan : a Revolver Loan that bears interest based on LIBOR.

License : any license or agreement under which an Obligor is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

Licensor : any Person from whom an Obligor obtains the right to use any Intellectual Property.

Lien : any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property.

Lien Waiver : an agreement, in form and substance satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker, fulfillment partner or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent upon request or permit the Agent to remove the Collateral upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request or permit the Agent to remove the Collateral upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

Loan : a Revolver Loan.

Loan Account : the loan account established by Agent on its books pursuant to Section 5.8 .

Loan Documents : this Agreement, Other Agreements and Security Documents.

Loan Year : each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.

Low Availability Period : means each period beginning on each Blockage Period Trigger Date and ending on the first day of the second calendar month following the month in which such Blockage Period Trigger Date occurs, provided, that if such Low Availability Period arises based exclusively on the occurrence or continuance of a Default or Event of Default, such Low Availability Period shall end on the date on which such Default or Event of Default shall be cured or waived. For the avoidance of doubt, any two or more Low Availability Periods may run concurrently and/or consecutively and a Low Availability Period shall be deemed to remain in effect until all Low Availability Periods have ended. The parties hereto acknowledge that a Low Availability Period exists on the Closing Date.

Margin Stock : as defined in Regulation U of the Board of Governors.

Marked-to-Market Basis : at the relevant time of reference thereto: (a) as to the Obligors’ inventory of Petroleum Product with respect to which the Obligors have existing firm contracts to sell such inventory, the specified price to be paid for such inventory under such contracts; and (b) as to other Petroleum Product inventory, for each type of such Petroleum Product specified on Schedule 1.2 hereto, as determined by reference to the pricing method specified for such type of inventory on Schedule 1.2 hereto; provided that if a price or quotation is not available for a particular type of Petroleum Product for any reason on a particular Business Day, the most recently available price or quotation from a prior Business Day shall be used for that type of Petroleum Product inventory. Notwithstanding the foregoing, if prices or quotations are not publicly available in accordance with the foregoing methodology for more than a five-Business Day period for a particular type of inventory and there is a reasonable likelihood that such prices or quotations will not be available for any extended period of time for that product (i) the Agent and the Borrower Agent shall meet and confer in good faith as soon as is practicable in order to attempt to establish a new mechanism for determining the fair market value of the product in question; and (ii) until such time as a new mechanism is agreed to by the Agent and the Borrower Agent, the fair market value of the particular type of inventory for which prices or quotes are no longer available shall be reasonably determined by the Agent.

Material Adverse Effect : the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could be reasonably expected to have a material adverse effect (i) on the business, assets, results of operations or condition (financial or otherwise) of the Obligors taken as a whole, or (ii) on the enforceability of this Agreement, or any other material Loan Document against the Obligors; (b) materially impairs the ability of the Obligors, taken as a whole to perform any of their obligations under the Loan Documents, including repayment of any material Obligations; or (c) otherwise materially impairs (i) the ability of Agent or any Lender to realize upon any material portion of the ABL Priority Collateral or (ii) the rights of Agent or any Lender to realize upon any material portion of the Non-ABL Priority Collateral in a manner consistent with the Intercreditor Agreement.

Material Contract : any agreement or arrangement to which a Borrower or Subsidiary is party (other than the Loan Documents) (a) that is deemed to be a material contract under any securities law applicable to such Obligor, including the Securities Act of 1933; (b) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect; (c) that relates to the purchase, sale, storage or shipment of Petroleum Product or Inventory (including any terminal leases) and that involves greater than $20,000,000 in obligations and are for greater than 90 day terms or (d) that relates to Material Indebtedness.

Material Indebtedness : (a) Indebtedness (other than the Loans and Guarantees under the Loan Documents), or (b) Bank Product Debt, including obligations in respect of one or more Hedging Agreements, of any one or more of Holdings and the Subsidiaries, in each case, in an aggregate principal amount of $2,500,000 or more. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Holdings or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdings or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

Moody’s : Moody’s Investors Service, Inc., and its successors.

Mortgage : each mortgage, deed of trust or deed to secure debt pursuant to which a Borrower or other Obligor grants to Agent, for the benefit of Secured Parties, Liens upon the Real Estate owned by such Borrower or other Obligor, as security for the Obligations.

Mortgaged Properties : all Real Estate, including leasehold interests and pipeline rights of way and easements appurtenant, owned or leased by Holdings or any Subsidiary as of such time, other than the real property interests set forth on Schedule 1.3 .

Multiemployer Plan : a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

Net Amount : with respect to Eligible Accounts and Eligible Unbilled Accounts, the gross amount of such Eligible Accounts and Eligible Unbilled Accounts less unpaid sales, excise, or similar taxes, and less returns, discounts, claims, credits, allowances, accrued rebates, offsets, deductions, counterclaims, disputes, negative exchange balances and other defenses of any nature at any time issued, owing, granted, outstanding, available or claimed.

Net Income : for any period, the net income or loss of the Company and its consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided , that there shall be excluded (a) the income of any Person (other than the Company) that is not a consolidated Subsidiary of the Company, except to the extent of the amount of cash dividends or similar cash distributions actually paid by such Person to the Company or, subject to clauses (b) and (c) below, any other consolidated Subsidiary of the Company during such period, (b) the income of, and any amounts referred to in clause (a) above paid to, any Subsidiary of the Company to the extent that the declaration or payment of cash dividends or similar cash distributions by such subsidiary is not, on the date of determination, permitted without any prior approval of any Governmental Authority that has not been obtained or by the operation of the terms of the organizational documents of such Subsidiary, any agreement or other instrument binding upon such Subsidiary or any law applicable to such Subsidiary, unless such restrictions with respect to the payment of cash dividends and other similar cash distributions have been legally and effectively waived, and (c) the income of, and any amounts referred to in clause (a) above paid to, any consolidated Subsidiary of the Company that is not Wholly Owned by the Company, to the extent such income or amounts are attributable to the noncontrolling interest in such consolidated Subsidiary.

Net Proceeds : with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by any Obligor in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Indebtedness secured by a Permitted Lien senior to Agent’s Liens on Collateral sold; (c) transfer or similar taxes; and (d) reserves for indemnities and post-closing purchase price adjustments, until such reserves are no longer needed.

Non-ABL Documents : as defined in the Intercreditor Agreement.

Non-ABL Liens : the Note Liens and the Crack Spread Hedging Liens.

Non-ABL Obligations : the Note Obligations and the Crack Spread Hedging Obligations.

Non-ABL Priority Collateral : as defined in the Intercreditor Agreement.

No-Offset Agreement : a No-Offset Agreement in form and substance acceptable to Agent between an Account Debtor, any Borrower and Agent.

Note Collateral Agent : Wilmington Trust FSB acting in its capacity as collateral agent for the secured parties under the Notes and any successor or assignee thereof.

Note Documents : as defined in the Intercreditor Agreement.

Note Liens : as defined in the Intercreditor Agreement.

Note Obligations : as defined in the Intercreditor Agreement.

Note Proceeds Account : an Approved Deposit Account into which the net cash proceeds received by the Company from the issuance of the Notes are deposited.

Notes : the Company’s 13 1/2 % Secured Notes due 2014 issued pursuant to the terms and conditions of the Indenture, as amended from time to time.

Notice of Borrowing : a Notice of Borrowing to be provided by Borrower Agent to request a Borrowing of Revolver Loans, in form satisfactory to Agent.

Notice of Conversion/Continuation : a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in form satisfactory to Agent.

Obligations : all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under the Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Bank Product Debt, and (g) other Indebtedness, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided , that in no event shall Bank Product Debt payable to any Lender or any Affiliate of any Lender (other than Bank of America and its Affiliates) constitute “Obligations” unless (i) such Bank Product Debt was incurred after such Lender or such Affiliate has provided written notice to Agent in the form of Exhibit D attached hereto that such Lender or Affiliate intends to provide Bank Products and the amount and nature thereof (together with written notice to Agent if at any time the aggregate amount of Bank Product Debt payable to such Lender increases by more than $100,000) and setting forth a reasonably detailed calculation thereof; (ii) sufficient Availability exists to impose a Bank Product Reserve in respect of such Bank Product Debt without creating a Low Availability Period, (iii) Agent has established such Bank Product Reserve, and (iv) Agent has acknowledged in writing to such Lender or such Affiliate that the foregoing conditions have been met and the applicable Bank Product Debt constitutes “Obligations” under this Agreement (which notice Agent agrees to deliver promptly following the satisfaction of the conditions set forth in the foregoing clauses (i) , (ii) , and (iii) by countersignature to the notice from such Lender or Affiliate described above in the form of Exhibit D attached hereto).

Obligor : each Borrower and each Guarantor.

Offtake Agreement : the Offtake Agreement dated on July 3, 2008 by and among the Company, the Acquired Company and Valero Marketing.

Ordinary Course of Business : the ordinary course of business of the Company or its Subsidiary, consistent with past practices of the Company and the Acquired Company and undertaken in good faith.

Organic Documents : with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

OSHA : the Occupational Safety and Hazard Act of 1970.

Other Agreement : each Revolver Note; the Intercreditor Agreement; the Intercreditor Acknowledgement; the Related Real Estate Documents; each LC Document; the Fee Letter; each Lien Waiver; each Borrowing Base Certificate and Interim Borrowing Base Certificate; each Compliance Certificate; each financial statement or report delivered hereunder; or each other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by an Obligor or other Person to Agent or a Lender in connection with any transactions relating hereto.

Other Taxes : all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

Overadvance : as defined in Section 2.1.5 .

Overadvance Loan : a Base Rate Loan made when an Overadvance exists or is caused by the funding thereof.

Paid but Unexpired Letter of Credit : the amount of a Letter of Credit issued hereunder to a supplier of Petroleum Product that will not be drawn upon by such supplier as evidenced by documentation entered into with such supplier that is satisfactory to the Agent in its sole discretion and pursuant to which such supplier agrees to either (a) accept a reduction in the face amount of such Letter of Credit, or (b) return such Letter of Credit to the Issuing Bank for cancellation.

Parent : Alon USA Energy, Inc., a Delaware corporation.

Participant : as defined in Section 13.2 .

Patent Assignment : each patent collateral assignment agreement pursuant to which an Obligor assigns to Agent, for the benefit of Secured Parties, such Obligor’s interests in its patents, as security for the Obligations.

Patriot Act : the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

Payment Item : each check, draft or other item of payment payable to a Borrower, including those constituting proceeds of any Collateral.

PBGC : the Pension Benefit Guaranty Corporation.

Permitted Acquisition : any Acquisition with respect to which (a) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Borrowers, (b) the Person to be acquired has reported positive EBITDA (calculated substantially as defined in this Agreement) for the period of four consecutive Fiscal Quarters most recently preceding such Acquisition, (c) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition, (d) no Blockage Period Trigger Date shall exist or arise as a result of such Acquisition, (e) the Borrowers shall have furnished to Agent a certificate of a Financial Officer certifying that no none of the liabilities or other obligations assumed, acquired or arising in connection with the Acquisition could reasonably be expected to have a Material Adverse Effect, and (f) the Person acquired shall become a Borrower or be merged into a Borrower immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be a Borrower).

Permitted Asset Disposition : any Asset Disposition permitted under Section 10.2.6 .

Permitted Compensation Incentive Equity Interests : as defined in Section 10.2.6(c) .

Permitted Encumbrances : the following:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 10.1.3 ;

(b) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, consignors’, repairmen’s and other like Liens imposed by law, arising in the Ordinary Course of Business and securing obligations not in excess of $3,000,000 (unless an adequate reserve acceptable to the Agent has been established by it) that (i) are not overdue by more than 30 days, or (ii) are being contested in compliance with Section 10.1.3 or (iii) for which the applicable statutory foreclosure period and all other enforcement rights have lapsed;

(c) pledges or Liens incurred and deposits made in the Ordinary Course of Business in compliance with workers’ compensation, unemployment insurance and other social security laws;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds, completion bonds and other obligations of a like nature, in each case in the Ordinary Course of Business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under Section 11.1(g) ;

(f) easements, servitudes, reservations, conditions, limitations, covenants, zoning and land use restrictions, rights-of-way, minor survey exceptions and similar encumbrances or Liens on or defects or imperfections in the title with respect to real property that, in each case, do not secure any monetary obligations and, individually or in the aggregate, do not materially detract from the value of the affected property or the rights or remedies of the Secured Parties with respect thereto or interfere with the ordinary conduct of business of Holdings or any Subsidiary, including the operation of the Krotz Springs Refinery;

(g) Liens listed on any policy of title insurance acceptable to the Agent insuring the Lien of any Mortgage as an exception to the priority of such Lien on the Mortgaged Property described therein;

(h) banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions; provided that such deposit accounts or funds are not established or deposited for the purpose of providing collateral for any Indebtedness and are not subject to restrictions on access by Holdings or any Subsidiary in excess of those required by applicable banking regulations;

(i) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into by Holdings and the Subsidiaries in the Ordinary Course of Business; and

(j) any Liens to which any underlying fee interest of the owners of real property leased by Holdings or any Subsidiary is subject, including any Liens that apply to the leasehold interests of Holdings or any Subsidiary by virtue of the underlying fee interests being subject to such Liens;

provided , that, except in the case of any Lien referred to in clause (h) above (insofar as such Lien secures obligations constituting Indebtedness), the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

Permitted Excess Cash Flow Payment : a mandatory prepayment made under the Permitted Note Facility with Excess Cash Flow and in compliance with Section 10.2.8(b)(iii) .

Permitted Guarantees : Guarantees of the Obligors (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Guarantee when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) of trade payables of another Obligor arising in the Ordinary Course of Business or (h) in an aggregate amount of $100,000 or less at any time.

Permitted Holders : Alon Israel Oil Company, Ltd, a private company organized under the laws of Israel; Mishkey Galile Elion Agricultural Corporation, A. H. Holdings and Investment In Fuels & Energy Ltd., Mishkey Harei Yehuda Agricultural Corporation, Granot Cooperative Regional Organization Corp., Mishkey Hanegev Export Ltd., Mishkey Darom Agricultural Corporation, Mishkey Beit Shean, Mishkey Emek Hayarden Ltd., Mishkey Hamifratz (1993) Ltd. and Mishkey Emek Israel Ltd., each a company organized under the laws of Israel; Bielsol Investments (1987) Ltd., a private company organized under the laws of Israel; Africa Israel Investments Ltd., a public company organized under the laws of Israel; Tabris Investments Inc., a private company organized under the laws of the British Virgin Islands; and David Weissman (or any trustee acting on behalf of David Weissman).

Permitted Investments :

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, (i) any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000, (ii) Israel Discount Bank of New York or (iii) Bank Leumi USA;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) investments in “ money market funds ” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above.

Permitted Lien : as defined in Section 10.2.2 .

Permitted Note Facility : as defined in Section 10.2.1 .

Person : any individual, corporation, limited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or other entity.

Petroleum Product : crude oil, intermediate feedstocks, blendstocks, and finished and unfinished petroleum products, including without limitation, asphalt, gasoline, diesel fuels, fuel oil, jet fuels, and atmospheric gas oil; provided that such term shall not include solvents.

Plan : any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which Holdings or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “ employer ” as defined in Section 3(5) of ERISA.

Pledged Collateral : as defined in Section 7.4.1 .

Pledged Debt Securities : as defined in Section 7.4.1 .

Pledged Equity Interests : as defined in Section 7.4.1 .

Pledged Securities : any promissory notes, stock certificates, unit certificates and other securities certificates or instruments now or hereafter included in the Pledged Collateral, including all certificates and instruments representing or evidencing any Pledged Collateral.

Prime Rate : the rate of interest announced by Bank of America from time to time as its prime rate. Such rate is a rate set by Bank of America based upon various factors including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change

Preferred Equity Interests : as applied to the Equity Interests of any Person, Equity Interests of any class or classes (however designated) that is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over Equity Interests of any other class of such Person.

Pro Rata : with respect to any Lender, a percentage (carried out to the ninth decimal place) determined (a) while Revolver Commitments are outstanding, by dividing the amount of such Lender’s Revolver Commitment by the aggregate amount of all Revolver Commitments; and (b) at any other time, by dividing the amount of such Lender’s Loans and LC Obligations by the aggregate amount of all outstanding Loans and LC Obligations.

Proceeds Collateral Account : as defined in Section 8.6.2(a) .

Property : any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

Protective Advances : as defined in Section 2.1.6 .

Purchase Money Debt : (a) Indebtedness (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Indebtedness (other than the Obligations) incurred within 10 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.

Purchase Money Lien : a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Indebtedness and constituting a Capital Lease, Synthetic Lease or a purchase money security interest under the UCC.

Qualifying Investment : readily marketable obligations that (a) (i) are rated A or A-1 or better by S&P or A or P-1 or better by Moody’s, or (ii) are issued or guaranteed by the United State of America or any agency thereof, or (iii) constitute investments in money market funds rated A or higher by S&P and (b) mature prior to the Revolver Termination Date.

Qualifying Period : means (a) for Valero Marketing, the period during which such Account Debtor both (i) remains a party to an effective No-Offset Agreement and (ii) maintains a Debt Rating of “BBB-” or higher from S&P and “Baa3” or higher from Moody’s, and (b) for British Petroleum, the period during which such Account Debtor maintains a Debt Rating of “A” or higher from S&P and “A-1” or higher from Moody’s.

RCRA : the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).

Real Estate : all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

Refinancing Indebtedness : (a) in respect of Indebtedness created under the Indenture, or under any credit agreement, indenture or other document that extends, renews, refinances or replaces the Notes (the “ Original Note Indebtedness ”), any Indebtedness created under any credit agreement, indenture or other document that extends, renews, refinances or replaces the Notes (or such other credit agreement, indenture or other document) as a whole and not in part; provided that (i) the maturity of such Refinancing Indebtedness shall not be earlier, and the weighted average life to maturity of such Refinancing Indebtedness shall not be shorter, than that of such Original Note Indebtedness; (ii) such Refinancing Indebtedness shall not be required to be repaid or prepaid (in any manner), whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, (A) upon the occurrence of an event of default or a change in control, or (B) as and to the extent such repayment or prepayment would have been required pursuant to the terms of such Original Note Indebtedness) prior to the earlier of (1) the maturity of such Original Note Indebtedness and (2) the date 180 days after the Revolver Termination Date; and (b) such Refinancing Indebtedness shall not be secured by any Lien on any asset other than the assets that secured such Original Note Indebtedness (or would have been required to secure such Original Note Indebtedness pursuant to the terms thereof), and the secured parties thereunder, or an agent on their behalf, shall have become a party to the Intercreditor Agreement.

Reimbursement Date : as defined in Section 2.3.2 .

Related Real Estate Documents : with respect to any Real Estate subject to a Mortgage, the following, in form and substance satisfactory to Agent and received by Agent for review at least 15 days prior to the effective date of the Mortgage: (a) a mortgagee title policy (or binder therefor) covering Agent’s interest under the Mortgage, in a form and amount and by an insurer acceptable to Agent, which must be fully paid on such effective date; (b) such assignments of leases, estoppel letters, attornment agreements, consents, waivers and releases as Agent may require with respect to other Persons having an interest in the Real Estate; (c) a current, as-built survey of the Real Estate, containing a metes-and-bounds property description and flood plain certification, and certified by a licensed surveyor acceptable to Agent; (d) flood insurance in an amount, with endorsements and by an insurer acceptable to Agent, if the Real Estate is within a flood plain; (e) a current appraisal of the Real Estate, prepared by an appraiser acceptable to Agent, and in form and substance satisfactory to Required Lenders; (f) an environmental assessment, prepared by environmental engineers acceptable to Agent, and accompanied by such reports, certificates, studies or data as Agent may reasonably require, which shall all be in form and substance satisfactory to Required Lenders; and (g) an Environmental Agreement and such other documents, instruments or agreements as Agent may reasonably require with respect to any environmental risks regarding the Real Estate.

Release : any actual or threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

Rent and Charges Reserve : the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to three months rent and other charges that could be payable to any such Person, unless it has executed a Lien Waiver.

Report : as defined in Section 12.2.3 .

Reportable Event : any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

Required Lenders : Lenders (subject to Section 4.2 ) having (a) Revolver Commitments in excess of 50% of the aggregate Revolver Commitments; and (b) if the Revolver Commitments have terminated, Loans and LC Obligations in excess of 50% of all outstanding Loans and LC Obligations.

Reserve Percentage : the reserve percentage (expressed as a decimal, rounded upward to the nearest 1/8th of 1%) applicable to member banks under regulations issued from time to time by the Board of Governors for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).

Restricted Payment : (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in Holdings or any Subsidiary, (b) any management, monitoring, transaction, advisory or similar fees payable to Parent, Holdings or any Affiliate of either of the foregoing (other than any Subsidiary), and (c) any distribution, advance or repayment in respect of Indebtedness of Holdings or any Borrower owing to a holder of Equity Interests of Holdings.

Restrictive Agreement : an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Subsidiary or other Obligor to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Restricted Payments, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Indebtedness.

Revolver Commitment : for any Lender, its obligation to make Revolver Loans and to participate in LC Obligations up to the maximum principal amount shown on Schedule 1.1 (as such amount may be increased in accordance with Section 2.2 , or as hereafter determined pursuant to each Assignment and Acceptance to which it is a party. “ Revolver Commitments ” means the aggregate amount of such commitments of all Lenders.

Revolver Increase Closing Date : as defined in Section 2.2.4 .

Revolver Loan : a loan made pursuant to Section 2.1 , any Swingline Loan and any Overadvance Loan or Protective Advance.

Revolver Note : a promissory note to be executed by Borrowers in favor of a Lender in the form of Exhibit A , which shall be in the amount of such Lender’s Revolver Commitment and shall evidence the Revolver Loans made by such Lender.

Revolver Termination Date : July 3, 2013.

Revolving Credit Facility : at any time, the aggregate amount of Lenders’ Revolver Commitments at such time, including after giving effect to any increase in the aggregate Revolver Commitments pursuant to Section 2.2 .

Royalties : all royalties, fees, expense reimbursement and other amounts payable by a Borrower under a License.

Sale/Leaseback Transaction : an arrangement relating to property owned by Holdings or any Subsidiary whereby Holdings or such Subsidiary sells or transfers such property to any Person and Holdings or any Subsidiary leases such property, or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, from such Person or its Affiliates.

S&P : Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

Secured Parties : Agent, Issuing Bank, Lenders and providers of Bank Products.

Security Documents : the Mortgages, the IP Security Agreements, any Guarantee and Collateral Agreement, the Deposit Account Control Agreements, and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.

Seller : as defined in the Recitals hereto.

Senior Officer : the chairman of the board, president, chief executive officer, treasurer or chief financial officer of a Borrower or, if the context requires, another Obligor or Parent.

Settlement Report : a report delivered by Agent to Lenders summarizing the Revolver Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Revolver Commitments.

Solvent : as to any Person, such Person (a) owns Property whose fair salable value (as defined below) is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (c) is able to pay all of its debts as they mature; (d) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; (e) is not “ insolvent ” within the meaning of Section 101(32) of the Bankruptcy Code; and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Person or any of its Affiliates. “ Fair salable value ” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.

Specified Supplier Letter of Credit : the letter of credit in the face amount of $15,000,000 issued for the benefit of Chevron Products Company, a division of Chevron USA Inc., by HSBC Trust Company (UK) Ltd.

Stock Purchase Agreement : the Stock Purchase Agreement dated as of May 7, 2008, among the Seller, the Company and, for the limited purposes set forth therein, the Acquired Company, together with all definitive schedules, exhibits and other agreements effecting the terms thereof or related thereto (including agreements identified therein as the “Other Agreements”).

Subsidiary : with respect to any Person (referred to as the “ parent ”), any corporation, partnership, limited liability company, association or other business entity (a) of which Equity Interests representing more than 50% of the Equity Interests or more than 50% of the Voting Stock are, at the time any determination is being made, owned, Controlled or held by the parent and one or more subsidiaries of the parent, or (b) that is, at the time any determination is made, otherwise Controlled by the parent or one or more subsidiaries of the parent. Unless the context otherwise indicates, the term “Subsidiary” shall mean a Subsidiary of Holdings.

Supporting Letters of Credit : collectively, those certain irrevocable standby letters of credit in form and substance satisfactory to the Agent, issued by Bank Hapoalim or other financial institution acceptable to Agent, in an aggregate face amount and maintained in accordance with Section 10.1.14 .

Swingline Loan : any Borrowing of Base Rate Revolver Loans funded with Agent’s funds, until such Borrowing is settled among Lenders pursuant to Section 4.1.3 .

Synthetic Lease : as to any person, any lease (including leases that may be terminated by the lessee at any time) of real or personal property, or a combination thereof, (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee is deemed to own the property so leased for U.S. Federal income tax purposes, other than any such lease under which such person is the lessor.

Synthetic Lease Obligations : as to any person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease (determined, in the case of a Synthetic Lease providing for an option to purchase the leased property, as if such purchase were required at the end of the term thereof) that would appear on a balance sheet of such person prepared in accordance with GAAP if such obligations were accounted for as Capital Lease Obligations.

Taxes : all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Term Loan Facility : as defined in the Recitals hereto.

Total Exposure : the aggregate principal amount of the Obligations (with Letters of Credit being deemed to have a principal amount equal to the maximum potential reimbursement obligations of the Borrowers thereunder).

Trademark Security Agreement : each trademark security agreement pursuant to which an Obligor grants to Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in trademarks, as security for the Obligations.

Trailing Twelve Month Period : a period of twelve full consecutive calendar months, taken together as one accounting period for the Company and its consolidated Subsidiaries.

Transaction Costs : the fees and expenses incurred by, or required to be reimbursed or paid by, Holdings and the Subsidiaries in connection with the initial closing contemplated by the Transactions.

Transactions : (a) the execution, delivery and performance by each Obligor of the Loan Documents to which it is to be a party, the borrowing of the Loans and the use of the proceeds thereof, (b) the execution, delivery and performance by the Company and its Subsidiaries party thereto of the Note Documents, the borrowing of loans and the use of the proceeds thereof, (c) the execution, delivery and performance by the Company or any Subsidiary of the Crack Spread Hedging Documents, and (d) the payment of the Transaction Costs.

Transferee : any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.

Type : any type of a Loan ( i.e. , Base Rate Loan or LIBOR Loan) that has the same interest option and, in the case of LIBOR Loans, the same Interest Period.

UCC : the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

Unfunded Pension Liability : the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

Unused Line Fee : as defined in Section 3.2.1 .

Valero Acquisition : as defined in the Recitals hereto.

Valero Marketing : Valero Marketing and Supply Company, a Delaware corporation.

Voting Stock : of a Person shall mean all classes of Equity Interests or other interests of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees or other governing body thereof.

Wholly Owned : in respect of any subsidiary of any Person, that Equity Interests representing 100% of the issued and outstanding Equity Interests (except for directors’ qualifying shares and Permitted Compensation Incentive Equity Interests) of such subsidiary are, at the time any determination is being made, owned, beneficially and of record, by such Person, another Wholly Owned subsidiary of such Person or any combination thereof.

Withdrawal Liability : liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

1.2 Accounting Terms . Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP if Borrowers’ certified public accountants concur in such change, the change is disclosed to Agent, and Section 10.2.13 is amended in a manner satisfactory to Required Lenders to take into account the effects of the change.

1.3 Uniform Commercial Code . As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York from time to time: “ Chattel Paper ,” “ Commercial Tort Claim ,” “ Deposit Account ,” “ Document ,” “ Equipment ,” “ General Intangibles ,” “ Goods ,” “ Instrument ,” “ Investment Property ,” “ Letter-of-Credit Right ” and “ Supporting Obligation .”

1.4 Certain Matters of Construction . The terms “ herein ,” “ hereof ,” “ hereunder ” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “ from ” means “from and including,” “ through ” means “through and including,” and “ to ” and “ until ” each mean “to but excluding.” The terms “ including ” and “ include ” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section mean, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; (f) time of day mean time of day at Agent’s notice address under Section 14.3.1 ; or (g) discretion of Agent, Issuing Bank or any Lender mean the sole and absolute discretion of such Person. All calculations of value, fundings of Loans, issuances of Letters of Credit and payments of Obligations shall be in Dollars and, unless the context otherwise requires, all determinations (including calculations of Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwise satisfactory to Agent (and not necessarily calculated in accordance with GAAP). Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, Issuing Bank or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Whenever the phrase “to the best of Borrowers’ knowledge” or words of similar import are used in any Loan Documents, it means actual knowledge of a Senior Officer, or knowledge that a Senior Officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter to which such phrase relates. Any Event of Default shall be deemed to be continuing until waived in writing by the Agent and the requisite Lenders.

2.1.1 Revolver Loans . Each Lender agrees, severally on a Pro Rata basis up to its Revolver Commitment, on the terms set forth herein, to make Revolver Loans to Borrowers from time to time through the Commitment Termination Date. The Revolver Loans may be repaid and reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request for a Revolver Loan if the unpaid balance of Revolver Loans outstanding at such time (including the requested Loan) would exceed the Borrowing Base.

2.1.2 Revolver Notes . The Revolver Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender. At the request of any Lender, Borrowers shall deliver a Revolver Note to such Lender.

2.1.3 Use of Proceeds . The proceeds of Revolver Loans shall be used by Borrowers solely (a) to pay fees and transaction expenses associated with the Transactions; (b) to pay Obligations in accordance with this Agreement; and (c) for working capital and other lawful corporate purposes of Borrowers.

2.1.4 Voluntary Reduction or Termination of Revolver Commitments .

(a) The Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least 30 days prior written notice to Agent at any time, Borrowers may, at their option, terminate the Revolver Commitments and this credit facility. Any notice of termination given by Borrowers shall be irrevocable. On the termination date, Borrowers shall make Full Payment of all Obligations.

(b) Borrowers may permanently reduce the Revolver Commitments, on a Pro Rata basis for each Lender, upon at least 30 days prior written notice to Agent, which notice shall specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $25,000,000, or an increment of $25,000,000 in excess thereof.

2.1.5 Overadvances . If the aggregate Revolver Loans exceed the Borrowing Base (“ Overadvance ”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable by Borrowers on demand by Agent, but all such Revolver Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by Required Lenders, Agent may require Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans pursuant to this sentence are required), and (ii) the Overadvance is not known by Agent to exceed 5% of the Borrowing Base; or (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased to more than 5% of the Borrowing Base, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the outstanding Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Obligor be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

2.1.6 Protective Advances . Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, and without regard to the aggregate Commitments, to make Base Rate Loans (“ Protective Advances ”) (a) up to an aggregate amount not to exceed, when aggregated with any Overadvances existing under Section 2.1.5 above, 7% of the Revolver Commitments, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

2.2 Increase in Revolving Credit Facility .

2.2.1 Request for Increase . So long as there exists no Default or Event of Default and upon written notice to the Agent (which shall promptly notify the Lenders), the Borrower Agent may from time to time, request an increase in the Revolving Credit Facility by an amount (for all such requests) not exceeding $150,000,000; provided , that any such request for an increase shall be in a minimum amount of $25,000,000 and increments of $25,000,000 in excess thereof; and provided , further, that:

(a) in connection with any such increase in the Revolving Credit Facility to $275,000,000, so long as the full amount (i.e. the greater of 10% of the Borrowing Base or $20,000,000) of the Availability Block has been implemented either in accordance with the scheduled term therefor or earlier by express written agreement of the Borrower Agent, then Bank of America as Lender shall increase its Revolver Commitment by $25,000,000 (without regard to the provisions of Sections 2.2.2 , 2.2.3 and 2.2.4 ) on the date set forth in such notice so long as the Borrower Agent has delivered to the Agent the certificate(s) required by Section 2.2.5 ; and

(b) (i) the aggregate amount of the Revolving Credit Facility shall not be increased in excess of $275,000,000 unless Bank of America’s Revolver Commitment has been reduced to no greater than $75,000,000, and (ii) the aggregate amount of the Revolving Credit Facility shall not be increased in excess of $300,000,000 unless Bank of America’s Revolver Commitment has been reduced to no greater than $50,000,000; provided that in no event shall the Revolving Credit Facility be increased in excess of $400,000,000.

At the time of sending such notice, the Borrower Agent (in consultation with the Agent) shall specify the date by which each Lender is requested to respond or, in the case of an increase in the Revolving Credit Facility to $275,000,000 pursuant to clause (a) above, the date upon which such increase is to become effective (which date shall in no event be less than ten Business Days from the date of delivery of such notice to the Agent). Nothing in this Section 2.2 shall be deemed to impair or otherwise affect any Lender’s rights under Section 13; provided that, notwithstanding anything in this Agreement to the contrary, it is hereby agreed that Bank of America shall not be permitted to assign all of its Loans hereunder prior to an increase in the Revolving Credit Facility pursuant to Section 2.2.1(a) above unless an assignee of Bank of America has agreed, pursuant to documentation reasonably acceptable to Borrowers, to be bound by Section 2.2.1(a) to the same extent as Bank of America.

2.2.2 Lender Elections to Increase . Except as otherwise expressly provided in Section 2.2.1(a) above, each Lender shall have the right, but shall be under no obligation, to participate in any requested increase in the Revolving Credit Facility under this Section 2.2 . Each Lender shall notify the Agent within the time period specified in accordance with Section 2.2.1 whether or not it agrees to increase its Revolver Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolver Commitment.

2.2.3 Notification by Agent; Additional Lenders . The Agent shall notify the Borrower Agent and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of the Agent and the Issuing Bank (which approvals shall not be unreasonably withheld), the Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Agent and its counsel.

2.2.4 Closing Date and Allocations . If the Revolving Credit Facility is increased in accordance with this Section, the Agent and the Borrowers shall determine the effective date (the “ Revolver Increase Closing Date ”) and the final allocation of such increase. The Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Revolver Increase Closing Date. Upon the satisfaction of the conditions precedent set forth in Section 2.2.5 on the proposed Revolver Increase Closing Date and, with respect to any new Lenders participating in the proposed increase, delivery to the Agent by such Lenders of a joinder agreement in form and substance satisfactory to the Agent and its counsel and a processing fee of $3,500 (unless otherwise agreed by the Agent in its discretion), the Revolving Credit Facility shall be so increased, Schedule 1.1 shall be deemed automatically amended and replaced to reflect any new Lenders and such increase, and the applicable Lenders, the Agent and the Borrowers shall make appropriate arrangements for issuance of replacement and/or new Revolver Notes, as applicable.

2.2.5 Conditions to Effectiveness of Increase . As a condition precedent to such increase, the Borrower Agent shall deliver to the Agent a certificate of each Obligor dated as of the Revolver Increase Closing Date signed by a Senior Officer of such Obligor (a) certifying and attaching the resolutions adopted by such Obligor approving or consenting to such increase, and (b) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (i) the representations and warranties contained in Section 9 and in the other Loan Documents are true and correct in all material respects on and as of the Revolver Increase Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (ii) no Default or Event of Default exists. The Borrowers shall pay all reasonable documented out of pocket costs of the Agent and the Lenders, if any, incurred in connection with each such increase. The Borrowers shall prepay any Revolver Loans outstanding on the Revolver Increase Closing Date (and pay any additional amounts required pursuant to Section 3.9 ) to the extent necessary to keep the outstanding Revolver Loans ratable with any revised change in the Pro Rata interests of the Lenders arising from any nonratable increase in the Revolver Commitments under this Section.

2.2.6 Conflicting Provisions . This Section shall supersede any provisions in Section 14.1 to the contrary. To the extent that the Borrowers comply with the last sentence of Section 2.2.5 above, Section 12.5 shall not be applicable to the increase in the Revolver Commitments on any Revolver Increase Closing Date.

2.3 Letter of Credit Facility .

2.3.1 Issuance of Letters of Credit . Issuing Bank agrees to issue Letters of Credit from time to time until 30 days prior to the Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following:

(a) Each Borrower acknowledges that Issuing Bank’s willingness to issue any Letter of Credit is conditioned upon Issuing Bank’s receipt of a LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the requested date of issuance; (ii) each LC Condition is satisfied; and (iii) if a Defaulting Lender exists, such Lender or the Borrowers have entered into arrangements satisfactory to the Agent and Issuing Bank to eliminate any funding risk associated with the Defaulting Lender. If Issuing Bank receives written notice from a Lender at least five Business Days before issuance of a Letter of Credit that any LC Condition has not been satisfied, Issuing Bank shall have no obligation to issue the requested Letter of Credit (or any other) until such notice is withdrawn in writing by that Lender or until Required Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions.

(b) Letters of Credit may be requested by the Borrower Agent or a Borrower only (i) to support obligations of such Borrower incurred in the Ordinary Course of Business; or (ii) for other purposes as Agent and Lenders may approve from time to time in writing. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank.

(c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit.

(d) In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed in good faith by Issuing Bank to be genuine and correct and to have been signed, sent or made by a proper Person. Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit or LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

2.3.2 Reimbursement; Participations .

(a) If Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank, on the same day (“ Reimbursement Date ”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Base Rate Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied, and Agent shall apply such Base Rate Loans and application thereof shall constitute payment of amounts owing by Borrowers pursuant to this clause (a) .

(b) Upon issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the Letter of Credit. If Issuing Bank makes any payment under a Letter of Credit and Borrowers do not reimburse such payment on the Reimbursement Date, Agent shall promptly notify Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall furnish copies of any Letters of Credit and LC Documents in its possession at such time.

(c) The obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Obligor may have with respect to any Obligations. Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents. Issuing Bank does not make to Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, LC Documents or any Obligor. Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectibility, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor.

(d) No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any LC Documents except as a result of its actual gross negligence or willful misconduct. Issuing Bank shall not have any liability to any Lender if Issuing Bank refrains from any action under any Letter of Credit or LC Documents until it receives written instructions from Required Lenders.

2.3.3 Cash Collateral . If any LC Obligations, whether or not then due or payable, shall for any reason be outstanding at any time (a) that an Event of Default exists, (b) that Availability is less than zero, (c) after the Commitment Termination Date, or (d) within 20 Business Days prior to the Revolver Termination Date, then Borrowers shall, at Issuing Bank’s or Agent’s request, Cash Collateralize the stated amount of all outstanding Letters of Credit and pay to Issuing Bank the amount of all other LC Obligations. The Borrowers shall, on demand by Issuing Bank or the Agent from time to time, Cash Collateralize the LC Obligations of any Defaulting Lender. If Borrowers fail to provide Cash Collateral as required herein, Lenders may (and shall upon direction of Agent) advance, as Revolver Loans, the amount of the Cash Collateral required (whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied).

2.3.4 Existing Letters of Credit . All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.3 , and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(a) The Obligations (other than Bank Product Debt) shall bear interest (i) if a Base Rate Loan, at the Base Rate in effect from time to time, plus the Applicable Margin; (ii) if a LIBOR Loan, at LIBOR for the applicable Interest Period, plus the Applicable Margin; and (iii) if any other Obligation (other than Bank Product Debt) (including, to the extent permitted by law, interest not paid when due pursuant to the terms hereof), at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Loans. Interest shall accrue from the date the Loan is advanced or the Obligation is incurred or payable, until paid in full. If a Loan is repaid on the same day made, one day’s interest shall accrue.

(b) During an Insolvency Proceeding with respect to any Borrower, or during any other Event of Default if Agent or Required Lenders in their discretion so elect, Obligations (other than Bank Product Debt) shall bear interest at the Default Rate (whether before or after any judgment). Each Borrower acknowledges that the cost and expense to Agent and Lenders due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and reasonable estimate to compensate Agent and Lenders for such additional costs and expenses.

(c) Interest accrued on the Loans shall be due and payable in arrears, (i) on the first day of each month; (ii) on any date of prepayment, with respect to the principal amount of Loans being prepaid; and (iii) on the Commitment Termination Date. Interest accrued on any other Obligations (other than Bank Product Debt) shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand . Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand .

3.1.2 Application of LIBOR to Outstanding Loans .

(a) Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Base Rate Loans to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During any Default or Event of Default, Agent may (and shall at the direction of Required Lenders) declare that no Loan may be made, converted or continued as a LIBOR Loan.

(b) Whenever Borrowers desire to convert or continue Loans as LIBOR Loans, Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Borrowers shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such Loans into Base Rate Loans.

3.1.3 Interest Periods . In connection with the making, conversion or continuation of any LIBOR Loans, Borrowers shall select an interest period (“ Interest Period ”) to apply, which interest period shall be 30, 60, or 90 days; provided , that:

(a) the Interest Period shall commence on the date the Loan is made or continued as, or converted into, a LIBOR Loan, and shall expire on the numerically corresponding day in the calendar month at its end;

(b) if any Interest Period commences on a day for which there is no corresponding day in the calendar month at its end or if such corresponding day falls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month; and if any Interest Period would expire on a day that is not a Business Day, the period shall expire on the next Business Day; and

(c) no Interest Period shall extend beyond the Revolver Termination Date.

3.1.4 Interest Rate Not Ascertainable . If Agent shall determine that on any date for determining LIBOR, due to any circumstance affecting the London interbank market, adequate and fair means do not exist for ascertaining such rate on the basis provided herein, then Agent shall immediately notify Borrowers of such determination. Until Agent notifies Borrowers that such circumstance no longer exists, the obligation of Lenders to make LIBOR Loans shall be suspended, and no further Loans may be converted into or continued as LIBOR Loans.

3.2 Fees .

3.2.1 Unused Line Fee . On the first day of each month and on the Commitment Termination Date the Borrowers agree to pay to the Agent, for the account of the Lenders in accordance with their respective Pro Rata shares, an unused line fee (the “ Unused Line Fee ”) equal to the Applicable Margin therefor multiplied by the amount by which the Revolver Commitments exceed the sum of the average daily outstanding amount of Revolving Loans and the average daily undrawn face amount of outstanding Letters of Credit, during the immediately preceding month (or shorter period if calculated on the Commitment Termination Date). The Unused Line Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed. All principal payments received by the Agent shall be deemed to be credited to the Loan Account immediately upon receipt for purposes of calculating the Unused Line Fee pursuant to this Section 3.2 .

3.2.2 LC Facility Fees . The Borrowers agree to pay (a) to the Agent, for the account of the Lenders, in accordance with their respective Pro Rata shares, for each Letter of Credit, a fee (the “ Letter of Credit Fee ”) equal to the Applicable Margin per annum, multiplied by the average daily stated amount of each such Letter of Credit; and (b) to the Agent for the benefit of the Issuing Bank a customary “fronting fee” of one tenth of one percent (0.10%) of the stated amount of each Letter of Credit, and to the Issuing Bank, all reasonable out-of-pocket costs, fees and expenses incurred by the Issuing Bank in connection with the application for, processing of, issuance of, or amendment to any Letter of Credit. The Letter of Credit Fee shall be payable monthly in arrears on the first day of each calendar month following any month in which a Letter of Credit is outstanding and on the Commitment Termination Date. The Letter of Credit Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed. During any period when the Default Rate is applicable pursuant to Section 3.1.1(b) , the fee payable under clause (a) of this Section 3.2.2 shall be increased by 2% per annum.

3.2.3 Agent Fees . In consideration of Agent’s syndication of the Commitments and service as Agent hereunder, Borrowers shall pay to Agent, for its own account, the fees described in the Fee Letter.

3.3 Computation of Interest, Fees, Yield Protection . All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by Borrowers under Section 3.4 , 3.5 , 3.6, 3.7 , 3.8 , 3.9 or 5.9 , submitted to Borrower Agent by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 10 days following receipt of the certificate.

3.4 Reimbursement Obligations . Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.6(b) , each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s Personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under this Section shall be due on demand .

3.5 Illegality . If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Agent, any obligation of such Lender to make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended until such Lender notifies Agent that the circumstances giving rise to such determination no longer exist. Upon delivery of such notice, Borrowers shall prepay or, if applicable, convert all LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans. Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount so prepaid or converted.

3.6 Inability to Determine Rates . If Required Lenders notify Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR Loan that (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then Agent will promptly so notify Borrower Agent and each Lender. Thereafter, the obligation of Lenders to make or maintain LIBOR Loans shall be suspended until Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, Borrower Agent may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a Base Rate Loan.

(a) impose modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in LIBOR) or Issuing Bank;

(b) subject any Lender or Issuing Bank to any Tax with respect to any Loan, Loan Document, Letter of Credit or participation in LC Obligations, or change the basis of taxation of payments to such Lender or Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 5.9 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or Issuing Bank); or

(c) impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense affecting any Loan, Loan Document, Letter of Credit or participation in LC Obligations;

and the result thereof shall be to increase the cost to such Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Bank, Borrowers will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

3.7.2 Capital Adequacy . If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or Issuing Bank’s Commitments, Loans, Letters of Credit or participations in LC Obligations, to a level below that which such Lender, Issuing Bank or holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, Issuing Bank’s and holding company’s policies with respect to capital adequacy), then from time to time Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate it or its holding company for any such reduction suffered.

3.7.3 Compensation . Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or Issuing Bank for any increased costs incurred or reductions suffered more than nine months prior to the date that the Lender or Issuing Bank notifies Borrower Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.8 Mitigation . If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7 , or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.9 , then such Lender shall use reasonable efforts to designate a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrowers agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

3.9 Funding Losses . If for any reason (other than default by a Lender) (a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan occurs on a day other than the end of its Interest Period, or (c) Borrowers fail to repay a LIBOR Loan when required hereunder, then Borrowers shall pay to Agent its customary administrative charge and to each Lender all losses and expenses that it sustains as a consequence thereof, including loss of anticipated profits and any loss or expense arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds. Lenders shall not be required to purchase Dollar deposits in the London interbank market or any other offshore Dollar market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if each Lender had purchased such deposits to fund its LIBOR Loans.

3.10 Maximum Interest . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (“ maximum rate ”). If Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if it exceeds such unpaid principal, refunded to Borrowers. In determining whether the interest contracted for, charged or received by Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

(a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans (provided if no such specification is made, a Base Rate Loan shall be deemed to have been specified), and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified).

(b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Loans on the due date, in the amount of such Obligations and the application of such Loans to such Obligations shall be deemed a payment by the Borrowers hereunder. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates.

(c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement accou