SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.2

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

     This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “ Amendment ”), dated as of April 9, 2009, among ALON REFINING KROTZ SPRINGS, INC. (the “ Company ”), as a Borrower, ALON REFINING LOUISIANA, INC. (“ Holdings ”), and BANK OF AMERICA, N.A. (“ Bank of America ”), as the Agent and as a Lender. Initially capitalized terms and phrases used but not defined in this Amendment have the respective meanings set forth in the Loan Agreement (as defined below), as amended hereby.

R E C I T A L S :

     A. WHEREAS, the Company, each other party joined thereto as a Borrower from time to time, Holdings, the Lenders party thereto from time to time, and the Agent executed that certain Loan and Security Agreement dated as of July 3, 2008 (as amended, supplemented, or otherwise modified from time to time, the “ Loan Agreement ”), pursuant to which the Lenders have agreed to make available to the Borrowers a revolving line of credit on the terms and conditions set forth therein; and

     B. WHEREAS, the Company, Holdings, the Lenders, and the Agent desire that the Loan Agreement be amended in certain respects in accordance with the terms of this Amendment.

     NOW, THEREFORE, in consideration of the premises and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1.  Recitals . The foregoing Recitals are accurate and are incorporated herein and made a part hereof for all purposes.

     2.  Amendments to Loan Agreement . Subject to the terms and conditions set forth herein, as of the Second Amendment Effective Date (as defined below), the Loan Agreement is hereby amended as follows:

          (a) Amendment of Certain Definitions . The following definitions set forth in Section 1.1 of the Loan Agreement are hereby amended and restated in their entirety to read as follows:

“ 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.”

“ 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 Lien 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, Eligible Cash and Eligible Investments. For the avoidance of doubt, the Availability Block shall not be deemed to be duplicative of any other reserves or reductions.”

“ 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) 90% of the Net Amount of Eligible Major Accounts; provided , that such percentage shall be reduced to 85% on May 1, 2009; plus

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

     (C) 85% of the sum of (1) Eligible Petroleum Inventory and (2) Eligible Petroleum Inventory in Transit; provided , that such percentage shall be reduced to 80% on May 1, 2009; plus

     (D) 85% of the DOE Contract Value through June 1, 2009 only; plus

     (E) 100% of Eligible Cash; plus

     (F) 95% of Eligible Investments; plus

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

     (H) 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.”

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

“ DOE Contract Value : on any date of determination, an amount equal to the difference, if any, between the maximum undrawn amount of all Letters of Credit issued in favor of the DOE in respect of the DOE Contracts, on the one hand, and the cost value (based on Platt’s Oilgram Price Report, or if such report is not available, valued on a Marked-to-Market Basis) of the undelivered exchange oil plus premium barrels required to be delivered by the Borrower to the DOE pursuant to the DOE Contracts, on the other hand.”

“ Earnout Reserve : the reserve in respect of payments that may become due 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 all past due payments under the Earnout Agreement, if any, plus (without duplication), the following: (a) during any period from July 3 of each Loan Year through September 30 of such Loan Year, 25% of the anticipated annual payments that may become due under the Earnout Agreement in respect of such Loan Year; (b) during any period from October 1 of each Loan Year through December 31 of such Loan Year, 50% of the anticipated annual payments that may become due under the Earnout Agreement in respect of such Loan Year; (c) during any period from January 1 of each Loan Year through April 30 of such Loan Year, 75% of the anticipated annual payments that may become due under the Earnout Agreement in respect of such Loan Year; and (d) during any period from May 1 of each Loan Year through July 2 of such Loan Year, 100% of the anticipated annual payments that may become due under the Earnout Agreement in respect of such Loan Year. Upon receipt by Agent of evidence (in form and substance reasonably satisfactory to Agent) that a required payment under the Earnout Agreement has been made, such reserve will be reduced in the amount of such payment, but in no event to an amount less than zero.”

“ 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) a blocked account control agreement establishing the Agent’s control and exclusive dominion over such cash.”

“ 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.”

“ Fee Letter : the fee letter agreement dated as of the date hereof between Agent and the Company, as amended from time to time.”

“ Other Agreement : each 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.”

“ Paid but Unexpired Letters of Credit : at any given time, the amount by which (a) the maximum aggregate amount payable by the Obligors in connection with purchases (or, solely to the extent expressly permitted below, exchanges) of Petroleum Product by the Obligors supported by Letters of Credit has been reduced below (b) the maximum undrawn amount of all such Letters of Credit; provided that only fully-liquidated, cash sums certain that are not subject to market fluctuation or otherwise subject to change may be included as a reduction in the calculation of clause (a) above; and provided , further , that no amounts may be included as a reduction in the calculation of clause (a) above in respect of transactions involving the exchange of Petroleum Product, unless the Obligors have demonstrated to the reasonable satisfaction of Agent (unless Agent in its sole discretion waives any such requirement in writing) and the Agent has provided confirmation in writing that it is satisfied with each of the following (such confirmation not to be unreasonably withheld or delayed): (i) the contracts underlying such transactions expressly permit the Obligors to irrevocably convert such exchange transaction into a purchase and sale (for payment of only cash sums certain that are not subject to market fluctuation or otherwise subject to change) of Petroleum Product by the counterparty to such contract to one or more of the Obligors, (ii) such conversion does not arise upon or in connection with any breach or default by the Obligors under such contracts, (iii) all conditions (if any) to such conversion have been irrevocably satisfied in full or waived in writing, and (iv) such contract does not allow for the reversion of such transaction to an exchange or otherwise to any transaction other than a purchase for cash sums certain not subject to market fluctuation or otherwise subject to change.”

          (b) New Definitions . The following new definitions are hereby added to Section 1.1 of the Loan Agreement in proper alphabetical order to read in their entirety as follows:

“ 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:

For the avoidance of doubt, the amount of the Availability Block may be adjusted by the Agent from time to time based on the then most recent Borrowing Base Certificate or Interim Borrowing Base Certificate, as the case may be, in accordance with the foregoing during each of the periods set forth above to reflect changes in the amount of the Borrowing Base during such period(s).”

“ 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. has been established at an amount equal to the greater of 10% of the Borrowing Base or $20,000,000), 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 the sum of (i) 15% of the total Revolver Commitments on such date, plus (ii) an amount equal to all Retained Unwind Proceeds delivered (or required to have been delivered) to the Agent 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.”

“ 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.”

“ 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 Major 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 Other Accounts.”

“ DOE : the United States of America acting through the Department of Energy.”

“ DOE Contracts : those certain Department of Energy Oil Exchange Agreements (DE-FE 93008, DE-FE 92300, DE-FE 93003, DE-FE 93006 and DE-FE 93010) between the Borrower and the DOE, as in effect on the Second Amendment Date.”

“ 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.”

“ 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.”

“ New Cash Equity Contributions : means the contribution by any Person (other than any Obligor) made 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, each 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.”

“ Retained Unwind Proceeds : has the meaning set forth in Section 10.1.9 .”

“ Second Amendment Date : April 9, 2009.”

“ Term Loan First Amendment : that certain First Amendment Agreement dated as of April 9, 2009 to Term Loan Agreement, among Holdings, the Borrower, the Term Loan Agent and the lenders party thereto.”

“ 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; provided , prior to the end of the twelfth full consecutive calendar month following the Closing Date, ‘Trailing Twelve Month Period’ shall mean the cumulative number of calendar months ending after the Closing Date.”

“ Unwind Proceeds ” shall mean (a) any amounts arising out of the unwinding and/or termination of the Crack Spread Hedging Agreement as contemplated by Section 10.1.9 , and (b) any other proceeds received by the Borrowers or any other person from the Crack Spread Hedging Agreement on or after the Second Amendment Date.”

          (c) Reduction of Revolver Commitments and Amendment to Schedule 1.1 . The aggregate amount of the Revolver Commitments is hereby reduced to $250,000,000 (as such amount may be increased in accordance with Section 2.2 ) and Schedule 1.1 to the Loan Agreement is hereby replaced with the schedule attached hereto as Attachment 1 , which is incorporated herein by reference.

          (d) Amendment of Section 2.2 . Section 2.2 of the Loan Agreement is hereby amended and restated in its entirety as follows:

     “ 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 advance rate for Eligible Major Accounts has been reduced to 85%, the advance rate for Eligible Petroleum Product has been reduced to 80%, and the full amount ( i.e. the greater of 10% of the Borrowing Base or $20,000,000) of the Availability Block has been implemented, in each case, 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 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 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 except that for purposes of this Section 2.2.5 , the representations and warranties contained in Section 9.1.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) (i) and (ii), respectively, of Section 10.1.4 , 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.”

          (e) Amendment of Section 2.3.1(a) . Section 2.3.1(a) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“(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.”

          (f) Amendment of Section 2.3.3 . Section 2.3.3 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“ 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).”

          (g) Amendment of Section 4.1.2 . Section 4.1.2 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“ 4.1.2 Fundings by Lenders . Each Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 12:00 noon on the proposed funding date for Base Rate Loans or by 3:00 p.m. at least two Business Days before any proposed funding of LIBOR Loans. Each Lender shall fund to Agent such Lender’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 2:00 p.m. on the requested funding date, unless Agent’s notice is received after the times provided above, in which event Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall disburse the proceeds of the Revolver Loans as directed by Borrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Lender has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Lender’s share of any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not in fact received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such Borrowing.”

          (h) Amendment of Section 4.1.3(b) . Section 4.1.3(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“(b) To facilitate administration of the Revolver Loans, Lenders and Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that settlement among them with respect to Swingline Loans and other Revolver Loans may take place on a date determined from time to time by Agent, which shall occur at least once each week. On each settlement date, settlement shall be made with each Lender in accordance with the Settlement Report delivered by Agent to Lenders. Between settlement dates, Agent may in its discretion apply payments on Revolver Loans to Swingline Loans, regardless of any designation by Borrower or any provision herein to the contrary. Each Lender’s obligation to make settlements with Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among Lenders hereunder, then each Lender shall be deemed to have purchased from Agent a Pro Rata participation in each unpaid Swingline Loan and shall transfer the amount of such participation to Agent, in immediately available funds, within one Busin