WAIVER, CONSENT, PARTIAL RELEASE AND FOURTH AMENDMENT TO AMENDED REVOLVING CREDIT AGREEMENT AND LOAN DOCUMENTS

Exhibit 10.4

EXECUTION COPY

WAIVER, CONSENT, PARTIAL RELEASE
AND FOURTH AMENDMENT TO
AMENDED REVOLVING CREDIT AGREEMENT
AND LOAN DOCUMENTS

          WAIVER, CONSENT, PARTIAL RELEASE AND FOURTH AMENDMENT, dated as of July 2, 2008 (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 ”; 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 (as defined in the Credit Agreement), each individually a “ Borrower ”, and, collectively, the “ Borrowers ”), all direct and indirect subsidiaries of the Parent other than the “Excluded Subsidiaries” referred to below (the Parent and such direct and indirect subsidiaries that are not Excluded Subsidiaries are hereinafter referred to individually as a “ Guarantor Company ” and, collectively, as 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 ”).

WITNESSETH

          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 (i) the First Amendment, dated as of August 4, 2006, (ii) the Waiver, Consent, Partial Release and Second Amendment, dated as of February 28, 2007, and (iii) the Third Amendment, dated as of June 29, 2007, 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 have informed the Lenders that (i) Alon Louisiana Holdings, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Alon Assets (“ Alon Louisiana Holdings ”), (ii) Alon Refining Louisiana, Inc., a Delaware corporation and a direct subsidiary of Alon Louisiana Holdings (“ Alon Louisiana ”), and (iii) Alon Refining Krotz Springs, Inc., a Delaware corporation and a direct subsidiary of Alon Louisiana Holdings (“ Alon Krotz Springs ”; together with Alon Louisiana, Alon Louisiana Holdings, and each other Person (other than any Person that has been at any time a party to the Credit Agreement) that becomes a Subsidiary of Alon Louisiana Holdings from time to time, the “ Released Parties ”), intend to acquire a refinery located in Krotz Springs, Louisiana from Valero Energy Corporation (the “ Krotz Springs Refinery ”) and to enter into new loan documents to finance the acquisition of the Krotz Springs Refinery, including (x) the Term Loan Agreement to be dated on or about July 3, 2008, among Alon Louisiana, Alon Krotz Springs, the lenders party thereto and Credit Suisse, as administrative agent and collateral agent and (y) the Loan and Security Agreement to be dated on

or about July 3, 2008, among Alon Louisiana, Alon Krotz Springs, the lenders party thereto and Bank of America, N.A., as administrative agent (as such documents may be amended, supplemented or otherwise modified from time to time, the “ Krotz Springs Loan 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 exclude the Released Parties from certain provisions of the Credit Agreement that would otherwise be applicable to such Subsidiaries of the Parent; and

          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 Krotz Springs Loan Documents, (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;

          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 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 the “Excluded Subsidiaries” referred to below (the Parent and such direct and indirect subsidiaries that are not Excluded Subsidiaries are hereinafter referred to individually as a “ Guarantor Company ” and, collectively, as the “ Guarantor Companies ”), 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:

     ““ Alon Krotz Springs ” means Alon Refining Krotz Springs, Inc., a Delaware corporation and a direct subsidiary of Alon Louisiana Holdings.”

     ““ Alon Louisiana ” means Alon Refining Louisiana, Inc., a Delaware corporation and a direct subsidiary of Alon Louisiana Holdings.”

     ““ Alon Louisiana Holdings ” means Alon Louisiana Holdings, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Alon Assets.”

     “ Alon Louisiana Subsidiaries ” means Alon Krotz Springs, Alon Louisiana, Alon Louisiana Holdings, and each of their respective Subsidiaries (other than any Person that has been at any time a party to the Credit Agreement).

     ““ Excluded Subsidiaries ” means (i) the Subsidiaries of Alon Interests, (ii) the Bank of America Financed Subsidiaries, and (iii) the Alon Louisiana Subsidiaries.”

               (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 the Excluded Subsidiaries.”

     ““ 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, (iii) any Subsidiary of Alon Interests and (iv) any Alon Louisiana Subsidiary), and (c) any Indebtedness owed by one Company to another Company which is evidenced by a promissory note.”

               (d)  Interest Rate and Payment; Production Increase . Section 2.13(b) of the Credit Agreement is hereby amended by deleting the parenthetical in the second line thereof—“other than the Bank of America Financed Subsidiaries)”—and by substituting therefor the following: “(other than the Bank of America Financed Subsidiaries and the Alon Louisiana Subsidiaries)”.

               (e)  Interest Rate and Payment; Making a Request for a Facility Sublimit Increase . Section 2.13(c) of the Credit Agreement is hereby amended by deleting the parenthetical in clause (B) of the third sentence thereof containing the phrase “(other than the Ba