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Exhibit 10.2
Execution Copy
WAIVER, CONSENT, PARTIAL RELEASE
AND SECOND AMENDMENT TO
AMENDED REVOLVING CREDIT AGREEMENT
AND LOAN DOCUMENTS
WAIVER, CONSENT, PARTIAL RELEASE
AND SECOND AMENDMENT, dated as of February 28, 2007 (this "
Agreement "), by and among Alon USA Energy, Inc., a Delaware
corporation (the " Parent "), Alon USA, LP, f/k/a SWBU,
L.P., a Texas limited partnership (" Alon LP "), Edgington
Oil Company, LLC, f/k/a EOC Acquisition, LLC, a Delaware limited
liability company (" Edgington "; together with Alon LP,
each individually a " Borrower ", and, collectively, the "
Borrowers "), all direct and indirect subsidiaries of the
Parent (other than subsidiaries of Alon USA Interests, LLC, a Texas
limited liability company, and Paramount Petroleum Corporation, a
Delaware corporation (" Paramount "), and the subsidiaries
of Paramount)(together with the Parent, collectively, the "
Guarantor Companies "), the Lenders (as defined below),
Israel Discount Bank of New York, as administrative agent,
co-arranger and collateral agent for the Lenders (in such capacity,
the " Agent "), and Bank Leumi USA, as co-arranger for the
Lenders (" Bank Leumi ").
W I T N E
S S E T H
WHEREAS, the Borrowers, the
Guarantor Companies, the financial institutions from time to time
party thereto (each a " Lender " and collectively, the "
Lenders "), the Agent and Bank Leumi are parties to the
Amended Revolving Credit Agreement, dated as of June 22, 2006,
as amended by Amendment No. 1, dated as of August 4, 2006
(as so amended, the " Credit Agreement "), pursuant to which
the Lenders have made revolving loans to the Borrowers;
WHEREAS, the obligations of the
Borrowers and the Guarantor Companies to the Agent and the Lenders
in respect of the Credit Agreement and the other Loan Documents are
secured, inter alia , by the collateral and other
security interests referred to in the Credit Agreement, the
Security Agreement, the Pledge Agreement and the other Security
Documents;
WHEREAS, the Borrowers, the
Guarantor Companies, the Lenders, Bank Leumi and the Agent wish to
amend the Credit Agreement and the Loan Documents, in order to
(i) release Edgington, Paramount of Oregon, LLC, a Delaware
limited liability company (" Paramount Oregon "), Paramount
of Washington, LLC, a Delaware limited liability company ("
Paramount Washington "), and Alon Asphalt Bakersfield, Inc.,
a Delaware corporation (" Alon Bakersfield "; together with
Edgington, Paramount Oregon and Paramount Washington, collectively,
the " Released Parties ") from the agreements and the
obligations contained therein in connection with the provision by
Bank of America, N.A (" Bank of America ") of a secured
financing facility to Paramount pursuant to the Second Amended and
Restated Credit Agreement, dated as of February 28, 2007 (the
" Bank of America Facility "), by and among the financial
institutions from time to time parties thereto (such financial
institutions, together with their respective successors and
assigns, collectively, the " Bank of America Lenders "),
Bank of America, as administrative agent for the Bank of America
Lenders and as the lead arranger and bookmaker, Paramount Petroleum
Corporation, a Delaware corporation, as borrower, and the other
Obligated Parties (as defined therein), in the maximum principal
amount of $300,000,000
and (ii) exclude the Released Parties from certain
provisions of the Credit Agreement that would otherwise be
applicable to such Subsidiaries of the Parent;
WHEREAS, the Borrowers and the
Guarantor Companies have requested that the Agent and the Required
Lenders (i) consent to and waive any Event of Default that
would or will otherwise arise under Section 10.01(c) or
(d) of the Credit Agreement as a result of a breach of
Section 7.02(a) or (b) of the Credit Agreement as a
result of the execution of the Bank of America Facility and the
related loan documents thereunder, in each case, as such documents
are in effect on the date hereof, and the incurrence of up to
$300,000,000 of indebtedness and the creation of liens thereunder,
(ii) consent to the release of the Agent’s Liens on the
Released Parties’ Capital Stock and all assets of the
Released Parties, and (iii) release the Released Parties from
the Credit Agreement and the other Loan Documents and all
Obligations thereunder; and
NOW THEREFORE, in consideration of
the foregoing and the mutual covenants herein contained, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as
follows:
1. Definitions . Any
capitalized term used herein and not defined shall have the meaning
assigned to it in the Credit Agreement.
2. Amendments to Credit
Agreement .
(a)
Preamble . The Preamble to the Credit Agreement is hereby
amended amended and restated in its entirety to read as
follows:
"AMENDED REVOLVING CREDIT
AGREEMENT (this " Agreement "), dated as of June 22,
2006 by and among Alon USA Energy, Inc., a Delaware corporation
(the " Parent "), Alon USA, LP, f/k/a SWBU, L.P., a Texas
limited partnership (" Alon LP "; and together with such
other subsidiaries of the Parent as may be designated as a borrower
hereunder by Alon LP with the prior written consent of the Agent
and the Required Lenders (each as defined below), each individually
a " Borrower ", and, collectively, the " Borrowers
"), all direct and indirect subsidiaries of the Parent (other than
subsidiaries of Alon Interests (as defined below) and the Bank of
America Financed Subsidiaries (as defined below)), the financial
institutions from time to time party hereto (each a " Lender
" and collectively, the " Lenders "), Israel Discount Bank
of New York, as administrative agent, co-arranger and collateral
agent for the Lenders (in such capacity, the " Agent "), and
Bank Leumi USA, as co-arranger for the Lenders."
(b)
New Definitions . Section 1.01 of the Credit Agreement
is hereby amended to add the following defined terms in the
appropriate alphabetical order:
" Bank of America Financed
Subsidiaries " means all direct or indirect Subsidiaries of
Paramount Petroleum Holdings other than Alon
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Pipeline Logistics, LLC, a Delaware limited liability company,
and its Subsidiaries."
" Edgington " means
Edgington Oil Company, LLC, f/k/a EOC Acquisition LLC, a Delaware
limited liability company."
(c)
Amendment and Restatement of Existing Definitions . The
following defined terms in Section 1.01 of the Credit
Agreement are hereby amended and restated in their entirety to read
as follows:
" Company " means all
direct and indirect subsidiaries of the Parent (including, without
limitation, Alon Interests), other than Paramount and its
Subsidiaries, the Bank of America Financed Subsidiaries and
Subsidiaries of Alon Interests."
" Fixed Assets and Other
Specified Property " means any (a) Fixed Assets, (b) any
Capital Stock issued by a Subsidiary of a Company and owned by a
Company (other than any Capital Stock of (i) the Bank of
America Financed Subsidiaries owned by Paramount Petroleum
Holdings, (ii) Alon Interests owned by Alon LP and
(iii) any Subsidiary of Alon Interests), and (c) any
Indebtedness owed by one Company to another Company which is
evidenced by a promissory note."
" Paramount Petroleum
Holdings " means Alon Paramount Holdings, Inc., a Delaware
corporation and a wholly owned Subsidiary of Alon Assets."
(d)
Deletion of an Existing Definition . The defined term
"Paramount Refinery" in Section 1.01 of the Credit Agreement
is hereby deleted.
(e)
Interest Rate and Payment; Production Increase .
Section 2.13(b) of the Credit Agreement is hereby amended by
replacing the words "Paramount and its Subsidiaries" with the words
"the Bank of America Financed Subsidiaries" therein.
(f)
Interest Rate and Payment; Making a Request for a Facility
Sublimit Increase . Section 2.13(c) of the Credit
Agreement is hereby amended by replacing the words "Paramount and
its Subsidiaries" with the words "the Bank of America Financed
Subsidiaries" therein.
(g)
Representations and Warranties; Subsidiaries .
Section 6.01(f) of
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