Amended Revolving Credit Agreement

Exhibit 10.2

Execution Copy

AMENDED
REVOLVING CREDIT AGREEMENT

Dated as of June 22, 2006

by and among

ALON USA, LP,
and
EOC ACQUISITION LLC,
as Borrowers

THE GUARANTOR COMPANIES
FROM TIME TO TIME PARTY HERETO

THE FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTY HERETO

and

ISRAEL DISCOUNT BANK OF NEW YORK,
as Administrative Agent, Co-Arranger and Collateral Agent

and

BANK LEUMI USA,
as Co-Arranger

TABLE OF CONTENTS

						PAGE
ARTICLE I DEFINITIONS; CERTAIN TERMS							1
		Section 1.01		Definitions			1
		Section 1.02		Accounting and Other Terms			30
		Section 1.03		Time References			31
ARTICLE II THE REVOLVING CREDIT LOANS							31
		Section 2.01		Revolving Credit Commitments			31
		Section 2.02		Revolving Credit Loans			32
		Section 2.03		Making the Revolving Credit Loans			32
		Section 2.04		Revolving Credit Notes; Repayment of Revolving Credit Loans			32
		Section 2.05		Funding and Settlement Procedures			32
		Section 2.06		Interest			34
		Section 2.07		Reduction of Revolving Credit Commitment; Prepayment of Revolving Credit Loans			35
		Section 2.08		Fees			37
		Section 2.09		Eurodollar Rate Not Determinable; Illegality or Impropriety			38
		Section 2.10		Indemnity			39
		Section 2.11		Continuation and Conversion of Revolving Credit Loans			40
		Section 2.12		Taxes			41
		Section 2.13		Increases to the Facility Sublimit			43
ARTICLE III LETTERS OF CREDIT							45
		Section 3.01		Letters of Credit			45
		Section 3.02		Participations			48
		Section 3.03		Issuance of Letters of Credit; Fees			51
ARTICLE IV FEES, PAYMENTS AND OTHER COMPENSATION							52
		Section 4.01		Audit and Collateral Monitoring Fees			52
		Section 4.02		Payments; Computations and Statements			52
		Section 4.03		Sharing of Payments, Etc			54
		Section 4.04		Apportionment of Payments			54
		Section 4.05		Increased Costs and Reduced Return			54
		Section 4.06		Joint and Several Liability of the Borrowers			56
ARTICLE V CONDITIONS OF EFFECTIVENESS, LETTER OF CREDIT ISSUANCE AND LENDING							57
		Section 5.01		Conditions Precedent to Effectiveness			57
		Section 5.02		Conditions Precedent to Revolving Credit Loans and Letters of Credit			60
ARTICLE VI REPRESENTATIONS AND WARRANTIES							61
		Section 6.01		Representations and Warranties			61

						PAGE
ARTICLE VII COVENANTS OF COMPANIES							68
		Section 7.01		Affirmative Covenants			68
		Section 7.02		Negative Covenants			78
ARTICLE VIII MANAGEMENT, COLLECTION AND STATUS OF ACCOUNTS RECEIVABLE AND OTHER COLLATERAL.							86
		Section 8.01		Management of Collateral			86
		Section 8.02		Accounts Receivable Documentation			87
		Section 8.03		Status of Accounts Receivable and Other Collateral			88
		Section 8.04		Collateral Custodian			89
ARTICLE IX THE AGENT							89
		Section 9.01		Authorization and Action			89
		Section 9.02		Borrower’s Default			89
		Section 9.03		Reliance, Etc			90
		Section 9.04		IDB and Bank Leumi			90
		Section 9.05		Lender Credit Decision			91
		Section 9.06		Indemnification			91
		Section 9.07		Successor Agent			92
		Section 9.08		Collateral Matters			92
ARTICLE X EVENTS OF DEFAULT							94
		Section 10.01		Events of Default			95
ARTICLE XI GUARANTY							98
		Section 11.01		Guaranty			98
		Section 11.02		Obligations Unconditional			99
		Section 11.03		Waivers			100
		Section 11.04		Subrogation			100
		Section 11.05		No Waiver; Remedies			100
		Section 11.06		Stay of Acceleration			100
ARTICLE XII MISCELLANEOUS							101
		Section 12.01		Termination; Annual Review			101
		Section 12.02		Notices, Etc			101
		Section 12.03		Amendments, Etc			102
		Section 12.04		No Waiver; Remedies, Etc			103
		Section 12.05		Expenses; Taxes; Attorneys’ Fees			103
		Section 12.06		Right of Set Off			104
		Section 12.07		Severability			105
		Section 12.08		Assignments and Participations			105
		Section 12.09		Counterparts			107
		Section 12.10		Headings			107
		Section 12.11		Governing Law			107
		Section 12.12		Waiver of Jury Trial, Etc			108
		Section 12.13		Consent by the Agent, Lenders			108

TABLE OF CONTENTS
(continued)

						PAGE
		Section 12.14		No Party Deemed Drafter			108
		Section 12.15		Reinstatement; Certain Payments			108
		Section 12.16		Indemnification			109
		Section 12.17		Environmental Indemnification			109
		Section 12.18		Alon LP as Agent for Borrowers			110
		Section 12.19		Binding Effect			110
		Section 12.20		Interest			111
		Section 12.21		Entire Agreement			112
		Section 12.22		Patriot Act			112
		Section 12.23		No Novation			112

TABLE OF CONTENTS
(continued)

SCHEDULE A		Agent Account
SCHEDULE B		Lenders and Lenders’ Revolving Credit Commitments
SCHEDULE C		Fiscal Year, Fiscal Month and Fiscal Quarter
SCHEDULE D		Pipelines
SCHEDULE E		Terminals
SCHEDULE F		Stock Option Plan
SCHEDULE 5.01(d)(x)		Mortgage Recording Offices
SCHEDULE 6.01(e)		Inventory Locations; Books and Records Locations; Chief Executive Offices
SCHEDULE 6.01(f)		Subsidiaries
SCHEDULE 6.01(g)		Litigation
SCHEDULE 6.01(j)		ERISA
SCHEDULE 6.01(s)		Environmental Matters
SCHEDULE 6.01(cc)		Bank Accounts
SCHEDULE 6.01(dd)		Name; Jurisdiction of Organization; Organizational ID Number; FEIN
EXHIBIT A		Form of Revolving Credit Notes
EXHIBIT B		Form of Security Agreement
EXHIBIT C		Form of Pledge Agreement
EXHIBIT C-1		Form of Subordination Agreement (Intercompany)
EXHIBIT D		Form of Assignment and Acceptance
EXHIBIT E		Form of Notice of Borrowing
EXHIBIT F		Form of Joinder Agreement
EXHIBIT G		Form of Borrowing Base Certificate
EXHIBIT H		Form of Letter of Credit Application
EXHIBIT I		Form of Notice of Facility Sublimit Increase
EXHIBIT J		Form of Extension Notice
EXHIBIT K		Form of Consent and Agreement
EXHIBIT L		Form of Intercreditor Agreement

AMENDED REVOLVING CREDIT AGREEMENT

          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”), EOC Acquisition LLC, a Delaware limited liability company (“Edgington”; and together with Alon LP and such other subsidiaries of the Parent as may be designated as a borrower hereunder by Alon LP with the prior written consent of the Agent and the Required Lenders (each as defined 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 Paramount (as defined below) and its subsidiaries), the financial institutions from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Israel Discount Bank of New York, as administrative agent, co-arranger and collateral agent for the Lenders (in such capacity, the “Agent”), and Bank Leumi USA, as co-arranger for the Lenders.

RECITALS

          Pursuant to the original Amended Revolving Credit Agreement dated as of February 15, 2006 (as amended prior to the date hereof, the “Existing Revolving Credit Agreement”), by and among Alon LP, as borrower, certain of the Companies (as defined below), as guarantors, the Lenders and the Agent, the Lenders extended credit to Alon LP consisting of a revolving credit facility in an aggregate principal amount not to exceed $240,000,000 at any time outstanding. The Companies have asked the Lenders to amend the Existing Revolving Credit Agreement in order to, among other things, (a) permit the Parent and certain of its Subsidiaries to enter into a new term loan facility in the principal amount of up to $550,000,000, the proceeds of which will be used (in part) (i) to purchase all of the issued and outstanding shares of capital stock of Paramount Petroleum Corporation, a Delaware corporation (“Paramount”), and repay certain outstanding indebtedness of Paramount and its subsidiaries, and (ii) to pay the merger consideration in connection with the merger of Edgington Oil Company, a Missouri corporation, with and into Edgington and to pay the purchase price for certain inventory of Edgington Oil Company, (b) add an additional Borrower and additional Guarantors, and (c) amend certain other provisions of the Existing Revolving Credit Agreement. The proceeds of the revolving loans and letters of credit under this Agreement shall be used by each Borrower (i) for working capital purposes of such Borrower and its subsidiaries, (ii) to pay fees and expenses of the Borrowers incurred in connection with this Agreement, and (iii) for other purposes permitted herein. Accordingly, the Companies, the Borrowers, the Lenders and the Agent hereby agree that the Existing Revolving Credit Agreement is amended as follows:

ARTICLE I

DEFINITIONS; CERTAIN TERMS

          Section 1.01 Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and plural forms of such terms:

          “Account” shall have the meaning assigned to it in Article 9 of the Uniform Commercial Code in effect in the State of New York on the date hereof.

          “Account Debtor” means each debtor, customer or obligor in any way obligated on or in connection with any Account Receivable.

          “Accounts Receivable” means any and all rights of a Person to payment for goods sold or services rendered, including accounts, contract rights and general intangibles arising out of or related to any Accounts and any and all such rights evidenced by chattel paper, instruments or documents, whether due or to become due and whether or not earned by performance, and whether now or hereafter acquired or arising in the future and any proceeds arising therefrom or relating thereto.

          “Acquisitions” means the Paramount Stock Purchase and the Edgington Merger.

          “Acquisition Documents” means the Edgington Merger Documents and the Paramount Stock Purchase Documents.

          “Action” has the meaning specified therefor in Section 12.13 hereof.

          “Administrative Borrower” has the meaning specified therefor in Section 12.18.

          “Affiliate” means, as to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (i) vote 10% or more of the Capital Stock having ordinary voting power for the election of directors (or other Persons performing a similar function) of such Person or (ii) direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Anything to the contrary notwithstanding, in no event shall the Agent, the WC Collateral Agent or any Lender be deemed to be an Affiliate of any Loan Party.

          “Agent” has the meaning specified therefor in the preamble hereto.

          “Agent Account” means the account of the Agent set forth in Schedule A hereto.

          “Agent Advances” has the meaning specified therefor in Section 9.08 hereof.

          “Agreement” has the meaning specified therefor in the first paragraph hereof.

          “Alon Assets” means Alon Assets, Inc., a Delaware corporation.

          “Alon Capital” means Alon USA Capital, Inc., a Delaware corporation and a Subsidiary of the Parent.

          “Alon Interests” means Alon USA Interests, LLC, a Texas limited liability company.

          “Alon Israel” means Alon Israel Oil Company Ltd., a limited liability company under the laws of the State of Israel and the parent company of the Parent.

          “Alon Logistics” means Alon Pipeline Logistics, LLC, a Delaware limited liability company.

          “Alon Logistics Notes” means the subordinated intercompany promissory notes in an aggregate principal amount of $112,000,000, issued by Alon LP or one or more Subsidiaries of Alon USA to Alon Logistics in exchange for delivery by Alon Logistics to Alon LP or such Subsidiaries of the Cash Consideration relating to the Pipeline Transactions.

          “Alon LP” has the meaning specified therefor in the preamble hereto.

          “Alon Operating” means Alon USA Operating, Inc., a Delaware corporation and a Subsidiary of the Parent.

          “Alon Pipeline” means Alon USA Pipeline, Inc., a Delaware corporation.

          “Alon Pipeline Assets” means Alon Pipeline Assets, LLC, a Texas limited liability company.

          “Alon Refining” means Alon USA Refining, Inc., a Delaware corporation, or any successor thereto by merger.

          “Alon USA” means Alon USA, Inc., a Delaware corporation and a wholly-owned Subsidiary of the Parent.

          “APPL” means Alon Petroleum Pipe Line Company, f/k/a American Petrofina Pipe Line Company, a Delaware corporation.

          “Applicable Borrowing Base Percentage” means, as of any date:

          (a) if either (i) the WC Collateral Agent (for the benefit of the Lenders) has a legal, valid and perfected first or second priority Lien on all or substantially all of the Fixed Assets and Other Specified Property and Capital Stock owned by the Loan Parties, or (ii) the WC Collateral Agent does not have a Lien on all or substantially all of the Fixed Assets and Other Specified Property and Capital Stock owned by the Loan Parties and so long as such Fixed Assets and Other Specified Property or Capital Stock are not subject to any Lien of any other Person, then (A) 90% (with respect to the Net Amount of Eligible Accounts Receivable), and (B) 85% (with respect to Eligible Inventory), and

          (b) if the WC Collateral Agent does not have a Lien on all or substantially all of the Fixed Assets and Other Specified Property and Capital Stock owned by the Loan Parties and such Fixed Assets and Other Specified Property or Capital Stock are subject to a Lien of any other Person, then (A) 85% (with respect to the Net Amount of Eligible Accounts Receivable), and (B) 80% (with respect to Eligible Inventory).

          “Applicable Percentage” means, with respect to a Permitted Investment, the percentage that IDB ordinarily advances against such Permitted Investment in accordance with its customary lending practices, not to exceed 100% of the value of such Permitted Investment, to the extent has a legal, valid and perfected first priority security interest in such Permitted Investment, subject to a control agreement in form and substance satisfactory to the Agent or otherwise perfected by means satisfactory to the Agent.

          “Asset Reinvestment Account” shall have the meaning specified therefor in Section 2.07(d).

          “Assignment and Acceptance” means an assignment and acceptance entered into by an assigning Lender and an assignee and accepted by the Agent, in accordance with Section 12.08 hereof and substantially in the form of Exhibit D hereto.

          “Assignment of Claims Act” means the Assignment of Claims Act of 1940, as amended from time to time, codified at 31 U.S.C. § 3727 and 41 U.S.C. § 15, or any successor statute, and the rules and regulations promulgated thereunder.

          “Assumed Liabilities” has the meaning given to such term in Section 1.3 of the Holly Contribution Agreement.

          “Availability” means, at any time, the difference between (i) the lowest of (A) the Borrowing Base, (B) the Total Commitment, and (C) the then current Facility Sublimit, and (ii) the sum of (A) the aggregate outstanding principal amount of all Revolving Credit Loans and (B) all Letter of Credit Obligations.

          “Bank Leumi” means Bank Leumi USA.

          “Base Production Level” means, (a) as of February 15, 2006, 67,000 barrels per day, which was Alon USA’s and its Consolidated Subsidiaries’ average throughput capacity to process barrels of crude oil and blendstocks per day, and (b) after February 15, 2006, such amount plus any increase from such amount in Alon USA’s and its Consolidated Subsidiaries’ average throughput capacity to process barrels of crude oil and blendstocks per day for which the Administrative Borrower has obtained an increase in the Facility Sublimit pursuant to Section 2.13(b).

          “Base Rate” means a rate per annum equal to the Prime Rate for such day.

          “Base Rate Loan” means a Revolving Credit Loan bearing interest at the Base Rate.

          “Blended West Texas Crude Oil Price” means, as of any date, the price equal to the sum of (i) nine-tenths of the closing spot price per barrel of West Texas Sour Crude Oil plus (ii) one-tenth of the closing spot price per barrel of West Texas Intermediate Crude Oil.

          “Big Spring Refinery” means the refinery owned by the Companies as of the Effective Date and located near Big Spring, Texas, the fee interest owned by Alon Refining in approximately 1,278 acres of land on which such refinery is situated, use or license rights

covering tracts of land adjoining the railroad lines, spurs or sidings within the boundary of the refinery site, all easements, rights of way and privileges granted to Alon Refining within or adjoining the refinery site, all improvements, machinery and equipment thereon, and the interest of Alon Refining as lessee in all leases of personal property used or held for use by Alon Refining in connection with such refinery.

          “Board” means the Board of Governors of the Federal Reserve System of the United States.

          “Borrower” and “Borrowers” have the meanings specified therefor in the preamble hereto.

          “Borrowing Base” means, as of any date, without duplication, the difference between (i) the sum of (A) the Applicable Borrowing Base Percentage of the Net Amount of Eligible Accounts Receivable of the Loan Parties (other than Alon Interests and the Parent), (B) the Applicable Borrowing Base Percentage of the sum of the value of the Eligible Inventory of the Loan Parties (other than Alon Interests and the Parent) plus the fair market value of the Eligible Exchanged Inventory owed to the Loan Parties (other than Alon Interests and the Parent), provided that the Agent may mark to market the Inventory at any time, in its sole discretion, and (C) the Applicable Percentage of cash and Permitted Investments of the Loan Parties (other than Alon Interests and the Parent), in each case to the extent that such cash or Permitted Investment is either (x) held in a Depository Account over which the WC Collateral Agent (or its nominee) has sole dominion and control and such Loan Party has executed and delivered to the WC Collateral Agent a Depository Account Agreement with respect thereto or (y) constitutes investment property or instruments, each as defined in the Uniform Commercial Code as in effect in the State of New York (or another type of collateral) and is subject to a control agreement, in form and substance satisfactory to the Agent, or is in the possession of the WC Collateral Agent or the Lien thereon is perfected by other means satisfactory to the Agent, and in each case the WC Collateral Agent has a perfected, first priority security interest thereon and (ii) such reserves as the Agent may deem appropriate in the exercise of its reasonable business judgment based upon the lending practices of the Agent, consistent with the practices customary in the commercial finance industry generally, provided that, solely for purposes of calculating Availability, the Borrowing Base and Letter of Credit Obligations in connection with standby Letters of Credit for purposes of Section 2.01(b)(ii)(B), Section 2.01(b)(iii)(B), Section 2.07(c), Section 3.01(b)(solely with respect to clause (ii) of the first sentence thereof) and Section 7.01(l) of this Agreement, clause (ii) of the definition of Letter of Credit Obligations in connection with standby Letters of Credit issued for the purpose of facilitating the purchase of crude oil by the Borrowers shall be the actual amount of the liability supported by such Letter of Credit even if such amount is less than the actual amount available for drawing under such Letter of Credit, to the extent that the Agent is satisfied that the actual amount of the liability supported by such Letter of Credit is so limited. Notwithstanding anything herein to the contrary, Accounts Receivable and Inventory of the Parent, Alon Interests and its Subsidiaries, Paramount or any other Person that becomes a Loan Party after the date hereof shall not be included in the calculation of the Borrowing Base, unless and until the Agent shall have received and approved (in its sole and absolute discretion) the results of a field audit conducted by or on behalf of the Agent with respect to the Accounts Receivable and Inventory of such Person.

          “Borrowing Base Certificate” means a certificate signed by an Authorized Officer of the Administrative Borrower, setting forth the calculation of the Borrowing Base in compliance with Section 7.01(a)(ix), substantially in the form of Exhibit G hereto.

          “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are required or authorized to close, provided, that with respect to the borrowing, payment, conversion to or continuation of, or determination of interest rate on, any Eurodollar Loan, Business Day shall mean any Business Day on which dealings in Dollar deposits may be carried on in the Interbank Market.

          “Business Plan” means the Alon USA Business Plan dated as of December 31, 2005.

          “Capital Guideline” means any law, rule, regulation, policy, guideline or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) (i) regarding capital adequacy, capital ratios, capital requirements, the calculation of the capital of a bank or its holding company or similar matters, or (ii) affecting the amount of capital required to be obtained or maintained by the Lenders, Affiliates of the Lenders or any L/C Issuer or the manner in which the Lenders, Affiliates of the Lenders or any L/C Issuer allocate capital to any of their contingent liabilities (including letters of credit), advances, acceptances, commitments, assets or liabilities.

          “Capital Stock” means any and all shares, interests, participations, warrants, options or other equivalents (however designated) of capital stock of a corporation or any and all equivalent ownership interests in a Person (other than a corporation).

          “Capitalized Lease” means any lease or agreement to lease which is required under GAAP to be capitalized on the balance sheet of the lessee.

          “Capitalized Lease Obligations” means obligations for the payment of rent for any real or personal property under leases or agreements to lease that, in accordance with GAAP, have been or should be capitalized on the books of the lessee and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

          “Cash Concentration Account” means a deposit account maintained by the Administrative Borrower at the Cash Concentration Account Bank, which deposit account shall be under the sole dominion and control of the Agent.

          “Cash Concentration Account Agreement” means an agreement with respect to the Cash Concentration Account, in form and substance satisfactory to the Agent, among the Cash Concentration Account Bank, the Administrative Borrower, and the Agent, delivered to the Agent pursuant to Section 7.01(m) hereof, as the same may be amended or otherwise modified from time to time.

          “Cash Concentration Account Bank” means Bank Leumi.

          “Cash Consideration” means an amount in cash equal to $120,000,000, paid to Alon Logistics pursuant to the Holly Contribution Agreement.

          “Change of Control” means, an event or series of events by which:

     (i) Alon Israel shall cease to own and control legally and beneficially, either directly or indirectly, equity securities in the Parent representing 25% or more of the combined voting power of all of equity securities entitled to vote for members of the board of directors or equivalent governing body of the Parent on a fully-diluted basis (and taking into account all such securities that each such person or group has the right to acquire pursuant to any option right);

     (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than Alon Israel becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more of the equity securities of the Parent entitled to vote for members of the board of directors of the Parent on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) than Alon Israel;

     (iii) Alon Israel shall cease to have the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Parent, Alon USA or Alon LP;

     (iv) any Person or two or more Persons acting in concert, other than Alon Israel or in the case of a Significant Refinery, the Company owning such Significant Refinery immediately after the Effective Date, shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Parent or the day to day operations and management of any Significant Refinery;

     (v) the Parent shall cease to own and control legally and beneficially, either directly or indirectly, equity securities in Alon USA representing 90% or more of the combined voting power of all equity securities entitled to vote for members of the board of directors of Alon USA on a fully-diluted basis (and taking into account all such securities that any Person has the right to acquire pursuant to any option right);

     (vi) Alon USA shall cease to own (free and clear of all Liens other than Permitted Liens), and control legally and beneficially, either directly or indirectly, equity securities in (A) Alon LP representing 90%, or (B) Alon Refining representing 81%, in each case, of the combined voting power of all of the equity securities entitled to vote for members

of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that any Person has the right to acquire pursuant to any option right);

     (vii) Alon USA shall cease to directly or indirectly own any Significant Refinery (free and clear of all Liens other than Permitted Liens); or

     (viii) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Parent cease to be composed of Persons (A) who were members of that board or equivalent governing body on the first day of such period, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (C) whose election or nomination to that board or other equivalent governing body was approved by Persons referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (B) and clause (C), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors);

provided that (I) non-voting Capital Stock owned by any manager or employee of Alon Assets and Alon Operating issued under any employee stock option or stock purchase plan or employee benefit plan in existence as of the date hereof or hereafter adopted, or otherwise in connection with the employment or retention of any manager or employee, in each case shall not be included in the determination of whether a Change of Control has occurred so long as such Capital Stock does not constitute, in the aggregate, more than 20% of the Capital Stock of any such Subsidiary, and (II) Capital Stock acquired by any employee of a Company (other than with respect to the Capital Stock of Alon Assets or Alon Operating to the extent specified in clause (I)) through the exercise by such employee of any stock options granted under the stock option plan described in Schedule F hereto, shall not be included in the determination of whether a Change of Control has occurred so long as such Capital Stock does not constitute, in the aggregate, more than 16% of the Capital Stock of any Company.

          “Collateral” means all of the property (tangible and intangible) purported to be subject to the Lien purported to be created by any security agreement, pledge agreement, assignment or other security document heretofore or hereafter executed by any Person as security for all or any part of the Obligations.

          “Company” means all direct and indirect subsidiaries of the Parent (including, without limitation, Alon Interests), other than Paramount and its Subsidiaries and Subsidiaries of Alon Interests.

          “Consent and Agreement” shall mean the Consent and Agreement dated as of the Effective Date, among the Agent and Holly, substantially in the form of Exhibit K hereto.

          “Consolidated Current Assets” means, at a particular date, all cash, Permitted Investments, accounts and inventory of a Person and its Consolidated Subsidiaries (other than accounts for which the account debtor is an Affiliate of such Person, or any Consolidated Subsidiary of such Person, to the extent such account did not arise through an arms length transaction in the ordinary course of business) and all other items which would, in conformity with GAAP, be included under current assets on a balance sheet of such Person and its Consolidated Subsidiaries on a consolidated basis as at such date.

          “Consolidated Current Liabilities” means, at a particular date, all amounts which would, in conformity with GAAP, be included under current liabilities on a balance sheet of a Person and its Consolidated Subsidiaries on a consolidated basis, as at such date, but in any event including, without limitation, the amounts of (i) all Indebtedness for borrowed money of such Person or any of its Consolidated Subsidiaries payable on demand, or, at the option of the Person to whom such Indebtedness is owed, not more than twelve (12) months after such date, (ii) any payments in respect of any Indebtedness of such Person or any of its Consolidated Subsidiaries (whether installment, serial maturity, sinking fund payment or otherwise) required to be made not more than twelve (12) months after such date, (iii) all liabilities or Indebtedness payable on demand or, at the option of the Person to whom such Indebtedness is owed, not more than twelve (12) months after such date, and (iv) all accruals for federal or other taxes measured by income payable within a twelve (12) month period.

          “Consolidated EBITDA” means, for any Person and its Consolidated Subsidiaries, for any period, the net income (or net loss) of such Person and its Consolidated Subsidiaries for such period, plus (i) the sum, without duplication, of (A) gross interest expense for such period, (B) income tax expense, (C) positive depreciation expense, (D) positive amortization expense, (E) extraordinary or unusual non-cash losses (to the extent that such extraordinary or unusual losses have not resulted in a cash outlay by such Person), (F) non-cash charges representing “last-in-first-out” inventory costs in excess of estimated replacement costs, (G) any non-cash operating losses, (H) any losses resulting from a change in accounting principles and (I) any minority interest expense to the extent identified as a line item in the financial statements of such Person or its Consolidated Subsidiaries, less (ii) the sum, without duplication, of (A) extraordinary gains or unusual non-cash gains, and (B) any non-cash gain that constitutes a reversal or a recovery of any non-cash charges representing “last-in-first-out” inventory costs in excess of estimated replacement costs, each determined on a consolidated basis in accordance with GAAP for such Person and its Consolidated Subsidiaries.

          “Consolidated Subsidiaries” of a Person at any time shall mean those Subsidiaries of such Person whose accounts are or should in accordance with GAAP be consolidated with those of such Person.

          “Consolidated Tangible Assets” means, for a Person and its Consolidated Subsidiaries, at any date, (i) Consolidated Total Assets of such Person and its Consolidated Subsidiaries minus (ii) the portion of such Consolidated Total Assets attributable to positive goodwill, unamortized non-compete agreements, organization costs, patents, trademarks, trade names, copyrights, software and other intangible assets classified as such in accordance with GAAP.

          “Consolidated Tangible Net Worth” means, with respect to a Person and its Consolidated Subsidiaries, the excess of (i) the Consolidated Tangible Assets of such Person and its Consolidated Subsidiaries over (ii) the Consolidated Total Liabilities of such Person and its Consolidated Subsidiaries, in each case computed and consolidated in accordance with GAAP.

          “Consolidated Total Assets” means, for a Person and its Consolidated Subsidiaries, at any date, the aggregate net book value of the assets of such Person and its Consolidated Subsidiaries on a consolidated basis after all appropriate adjustments in accordance with GAAP (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization and excluding the amount of any write-up or revaluation of any asset resulting from a non-cash transaction, and excluding any amounts due from employees and excluding all loans to Affiliates, to the extent not made in the ordinary course of the business of such Person or Consolidated Subsidiary).

          “Consolidated Total Liabilities” means, for a Person and its Consolidated Subsidiaries, at any date, without duplication, all obligations which in conformity with GAAP would be included in determining total liabilities as shown on the liabilities side of a balance sheet of such Person and its Consolidated Subsidiaries including, without limitation, in any event, all Indebtedness for borrowed money of such Person and its Consolidated Subsidiaries at such date whether or not the same would be shown, excluding Minority Interests and any Subordinated Indebtedness.

          “Continuing Directors” means (i) the directors of the Parent on the Effective Date and (ii) each other director whose nomination for election to the board of directors of the Parent is recommended by at least a majority of the then Continuing Directors.

          “Contributed Assets” has the meaning given to such term in Section 1.1 of the Holly Contribution Agreement, but shall exclude the “Excluded Assets”, as defined in the Holly Contribution Agreement.

          “Contribution Agreement” means the Amended and Restated Indemnity, Subrogation and Contribution Agreement dated as of August 8, 2000, as amended and restated on January 14, 2004, among Alon LP and the Guarantor Companies in favor of the Agent, in form and substance reasonably satisfactory to the Agent, as the same may be further amended, restated or otherwise modified from time to time.

          “CS” means Credit Suisse, a bank organized under the laws of Switzerland.

          “Default” means an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

          “Depository Account Agreements” means each control agreement, in form and substance reasonably satisfactory to the Agent, among a Depository Bank, a Loan Party and the Agent, delivered to the Agent as required hereunder, as such Agreement may be amended or otherwise modified from time to time.

          “Depository Accounts” means the lockbox accounts or blocked depository accounts maintained by a Loan Party for the collection of the cash of such Loan Party and the proceeds of Accounts Receivable and any other Collateral.

          “Depository Bank” means each financial institution at which a Depository Account is maintained.

          “Disposition” has the meaning specified therefor in Section 7.02(c) hereof.

          “Dollar”, “Dollars” and the symbol “$” means lawful money of the United States of America.

          “Edgington” has the meaning specified therefor in the preamble hereto.

          “Edgington Oil Company” means Edgington Oil Company, a Missouri corporation.

          “Edgington Assets” means all of the assets and properties of Edgington Oil Company proposed to be purchased by the Parent or its designee pursuant to the Edgington Merger Agreement.

          “Edgington Merger” means the merger of Edgington Oil Company with and into Edgington, a wholly-owned Subsidiary of Paramount Petroleum Holdings.

          “Edgington Merger Agreement” means the Agreement and Plan of Agreement, dated as of April 28, 2006, by and among the Apex Oil Company, Inc., a Missouri corporation, Edgington Oil Company, Edgington and the Parent, as in effect on the date hereof.

          “Edgington Merger Documents” means the Edgington Merger Agreement and all other agreements, instruments and documents entered into or delivered in connection with the Edgington Merger.

          “Effective Date” means the date on which all the conditions set forth in Section 5.01 hereof are satisfied or waived.

          “Eligible Accounts Receivable” means the Accounts Receivable of the Loan Parties (other than Alon Interests and the Parent) which are, and at all times continue to be, reasonably acceptable to the Agent in all respects. Criteria for eligibility may be established and revised from time to time solely by the Agent in its exclusive judgment exercised reasonably. In general, Accounts Receivable of the Loan Parties (other than Alon Interests and the Parent) shall be deemed to be eligible to the extent that such Accounts Receivable are generated in the ordinary course of business of such Loan Party and meet all of the following conditions: (i) delivery of the merchandise or performance of the service giving rise to such Accounts Receivable has been completed; (ii) no return, rejection or repossession has occurred; (iii) the merchandise or service has been accepted by the Account Debtor without dispute, set-off, defense or counterclaim, provided that if such Account Receivable is subject to dispute, set-off, defense or counterclaim, the portion of such Account Receivable that the Agent determines in its reasonable discretion is not subject to such dispute, set-off, defense or counterclaim and will be

paid in due course, will not be ineligible solely by reason of this clause (iii), (iv) such Account Receivable (A) is owned by such Loan Party free and clear of any Lien, other than any Lien in favor of the WC Collateral Agent and the Term Loan Agent, and (B) continues to be in full conformity with any and all representations and warranties made by such Loan Party to the Agent and the Lenders with respect thereto in the Loan Documents; (v) such Account Receivable is unconditionally payable in Dollars, in the case of Accounts Receivable arising from the sale of jet fuel, asphalt and lubricants, within 75 days from the invoice date, and in all other cases, within 30 days of the invoice date, and is not evidenced by a promissory note, chattel paper or any other instrument or document; (vi) in the case of Accounts Receivable arising from the sale of jet fuel, asphalt and lubricants, no more than 45 days have elapsed from the invoice due date and no more than 120 days have elapsed from the invoice date, and in all other cases, no more than 15 days have elapsed from the invoice due date and no more than 30 days have elapsed from the invoice date; (vii) the Account Debtor with respect thereto is not an Affiliate of any Loan Party, (viii) such Account Receivable does not constitute an obligation of the United States or any other Governmental Authority unless such Loan Party has provided to the Agent evidence, reasonably satisfactory to the Agent, that (A) the Accounts Receivable of such Governmental Authority are not subject to the Assignment of Claims Act or any state counterpart to the Assignment of Claims Act or (B) such Loan Party has complied in all respects with the Assignment of Claims Act (or any such state counterpart) with respect to such Accounts Receivable (it being understood that (y) the burden of such compliance shall rest solely with such Loan Party and (z) without limiting the obligations of the Companies under Section 12.05 hereof, the Administrative Borrower shall reimburse the Agent upon demand for any reasonable expenses (including, without limitation, the fees and other charges of legal counsel to the Agent) incurred by the Agent to verify such compliance or otherwise in connection therewith); (ix) the Account Debtor (or the applicable office of the Account Debtor) with respect thereto is located in the continental United States, unless the Account Receivable is supported by a letter of credit issued by a Bank satisfactory to the Agent in its reasonable discretion (or other similar obligation satisfactory to the Agent in its sole discretion), such letter of credit has been delivered to the WC Collateral Agent, the right to draw on such letter of credit has been assigned and transferred to the WC Collateral Agent and the issuer of such letter of credit has consented to such assignment and transfer; (x) the Account Debtor with respect thereto is not also a vendor to, supplier to or creditor of any Loan Party, unless such supplier or creditor has executed a no-offset letter satisfactory to the Agent in its sole discretion; (xi) not more than 50% of the aggregate amount of all Accounts Receivable of the Account Debtor with respect to such Account Receivable have remained unpaid, in the case of Accounts Receivable arising from the sale of jet fuel, asphalt and lubricants, 15 days past the invoice due date or 75 days past the invoice date, and in all other cases, 15 days past the invoice due date or 30 days past the invoice date; (xii) the Accounts Receivable of such Account Debtor do not exceed an amount equal to 15% of the aggregate of all Accounts Receivable at any date; (xiii) the Account Debtor is not the subject of a “Bankruptcy Proceeding”; for purposes hereof an Account Debtor is subject to a “Bankruptcy Proceeding” if such Account Debtor has filed a petition for bankruptcy or any other relief under the United States Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization or relief of debtors, made an assignment for the benefit of creditors, had filed against it any petition or other application for relief under the United States Bankruptcy Code or any such other law, has failed, suspended business operations, become insolvent, called a meeting of its creditors for the purpose of obtaining any financial concession or accommodation,

or had or suffered to be appointed a receiver or a trustee for all or a significant portion of its assets or affairs; (xiv) credit card receivables, to the extent that (A) the Agent is satisfied that the WC Collateral Agent has a perfected, first priority security interest, securing the Obligations, (B) the Agent is satisfied that such Account Receivables comply with all laws and regulations, and (C) such Account Receivables are otherwise satisfactory to the Agent, including, without limitation, as to aging, default rate and such other criteria as the Agent may consider relevant (all in the reasonable discretion of the Agent exercised in accordance with the customary commercial practices of the Agent); and (xv) the Agent is, and continues to be, satisfied with the credit standing of the Account Debtor in relation to the amount of credit extended.

          “Eligible Assignee” means (i) any Lender or Affiliate of a Lender and (ii) with the consent of the Agent and the Administrative Borrower, such consents not to be unreasonably withheld or delayed, any other Person, provided, that the consent of the Administrative Borrower shall not be required after the occurrence and during the continuance of a Default or an Event of Default.

          “Eligible Exchanged Inventory” means Exchanged Inventory owed to a Loan Party (other than Alon Interests and the Parent) and constituting obligations that are, and at all times continue to be, reasonably acceptable to the Agent in all respects. Criteria for eligibility may be established and revised from time to time solely by the Agent in its exclusive judgment exercised reasonably. In general, Exchanged Inventory of a Loan Party (other than Alon Interests and the Parent) shall be deemed to be eligible to the extent that such Exchanged Inventory is generated in the ordinary course of business of such Loan Party and meets all of the following conditions: (i) such Person is obligated to transfer the Exchanged Inventory to such Loan Party, free and clear of any right, title and interest of such Person and free and clear of any Lien (other than any Lien in favor of the Agent and the Term Loan Agent), and in accordance with customary industry terms and conditions for settlement of such transactions (as determined by the Agent), (ii) such obligation arose in connection with the delivery in the ordinary course of business of Hydrocarbons or Hydrocarbon Products by such Loan Party to such Person, (iii) the obligation to deliver such Hydrocarbons or Hydrocarbon Products to such Loan Party is not subject to any dispute, set-off, defense or counterclaim, (iv) such Person is not an Affiliate of any Loan Party, and (v) the Agent is, and continues to be, satisfied with the credit standing of such Person in relation to the amount of the Exchanged Inventory.

          “Eligible Hydrocarbon Products” means the following Hydrocarbon Products: (i) crude oil; (ii) gasoline; (iii) diesel fuel; (iv) jet fuel; (v) bitumen and other Hydrocarbon Products derived from bitumen and any asphalt products; (vi) chemicals consisting of Propane, Propane Off spec, Benzene, Toluene, Propylene — Chem Grade BS, and FAS 70, 104 and 104B; (vii) distillates consisting of Jet A (Kerosene Base), Unfinished #2 Fuel Mixed Product, Light Oils — No 2 Dist, Light Oils — Light Cycle, Low Sulfur Diesel Fuel, Low Sulfur No 1 Dist, and Low Sulfur Kerosene; (viii) heavy oils and sulfur consisting of Heavy Oil — No 6 Fuel Oil and Heavy Fuel — Carbon Blk Oil, and (ix) intermediates consisting of Methanol, Normal Butane, Alky Feed Stock, Isobutane, Reformer Feed Stock, Gas Oil BS, Heavy Rerun Slop and Sulfur.

          “Eligible Inventory” means Inventory (other than Exchanged Inventory) consisting of Eligible Hydrocarbon Products of a Loan Party which meet all of the following specifications: (i) the Inventory is owned by a Loan Party (other than Alon Interests and the

Parent) free and clear of any existing Lien, other than that of the WC Collateral Agent and the Lenders under the Loan Documents, it is not held on consignment or any other similar arrangement and may be lawfully sold and it continues to be in full conformity with any representations and warranties made in this Agreement and the other Loan Documents by such Loan Party with respect thereto; (ii) such Loan Party has the right to assign its interest therein and the power to grant Liens thereon and security interests therein; (iii) the Inventory does not represent unsaleable product; (iv) no Account Receivable or, except as permitted by clause (vi)(B) below, document of title has been created or issued with respect to such Inventory; (v) the Inventory is readily marketable for sale by such Loan Party; (vi) the Inventory is (A) located in one of the locations in one of the United States listed on Part A of Schedule 6.01(e) hereto or such other locations in the continental United States as the Agent shall approve in writing from time to time or (B) “in transit”, provided that such “in-transit” Inventory is or will be Inventory that is or will be shipped under a Letter of Credit issued by an L/C Issuer pursuant to this Agreement to a location in the United States described in clause (vi)(A) above; and (vii) the Inventory is not otherwise regarded by the Agent, in its reasonable discretion, as unsuitable Collateral for the Obligations, and is and at all times shall continue to be reasonably acceptable to the Agent in all respects. In no event shall Hydrocarbons or Hydrocarbon Products involved in throughput operations or held in the Loan Parties’ terminals or trucks but not owned by or contracted to such Loan Parties be considered Eligible Inventory (provided, however, that Accounts Receivable arising out of the storage, handling or throughputting of such non-owned Hydrocarbons or Hydrocarbon Products may be deemed Eligible Accounts Receivable, subject to the other conditions set forth in the definition of such term).

          “Employee Plan” means an employee benefit plan (other than a Multiemployer Plan) covered by Title IV of ERISA and maintained (or was maintained at any time during the six (6) calendar years preceding the date of any borrowing hereunder) for employees of the Companies or any of their ERISA Affiliates.

          “Environmental Actions” refers to any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter or other written communication from any governmental agency, department, bureau, office or other authority, or any third party involving violations of Environmental Laws or Releases of Hazardous Materials (i) from any assets, properties or businesses of any Loan Party or any of its Subsidiaries or any predecessor in interest; or (ii) from or onto any adjoining properties or businesses; or (iii) from or onto any facilities which received Hazardous Materials generated by any Loan Party or any of its Subsidiaries or any predecessor in interest.

          “Environmental Costs” means any monetary obligations, losses, liabilities (including strict liability), damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable out-of-pocket fees, disbursements and expenses of counsel, out-of-pocket expert and consulting fees and out-of-pocket costs for environmental site assessments, remedial investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any Environmental Action filed by any Governmental Authority or any third party which relate to any violations of Environmental Laws, Remedial Actions, Releases or threatened Releases of Hazardous Materials from or onto any property presently or formerly owned or operated by any Company or any Subsidiary, or a predecessor in interest to the extent relating to any Refinery, Terminal or Pipeline, or any Hazardous Materials generated

and disposed of offsite by any Company, or any Subsidiary of any Company or a predecessor in interest to the extent relating to any Refinery, Terminal or Pipeline.

          “Environmental Law” means the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.) and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as such laws may be amended or supplemented from time to time, and any other present or future federal, state, local or foreign statute, ordinance, rule, regulation, order, judgment, decree, permit, license or other binding determination of any Governmental Authority imposing liability or establishing standards of conduct for protection of the environment.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and, unless the context otherwise requires, the rules and regulations promulgated thereunder from time to time.

          “ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which would be deemed to be a “controlled group” within the meaning of Sections 414(b), (c), (m) and (o) of the Internal Revenue Code.

          “Eurodollar Base Rate” means, with respect to any Eurodollar Loan, the quotation (expressed as percentage per annum and rounded upwards, if necessary, to the next 1/16 of 1%) appearing on Telerate Page 3750 as of 11:00 a.m., New York time, two (2) Business Days prior to the commencement of such Interest Period for U.S. Dollar deposits in the Interbank Market in the approximate amount of such Eurodollar Loan to be outstanding during such Interest Period and for a period equal to such Interest Period. Notwithstanding the foregoing, if no such rate appears on Telerate Page 3750, then the Eurodollar Base Rate for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which deposits in United States dollars are offered to the Agent by prime banks in the Interbank Market in immediately available funds at approximately 11:00 a.m., at the place of such Interbank Market, two (2) Business Days prior to the commencement of such Interest Period in the approximate amount of such Eurodollar Loan to be outstanding during such Interest Period and for a period equal to such Interest Period.

          “Eurodollar Loan” means a Revolving Credit Loan bearing interest based on the Eurodollar Rate.

          “Eurodollar Rate” means with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upwards, if necessary, to the nearest 1/16 of 1%):

          Eurodollar Base Rate
1.00 — Reserve Requirements

          “Event of Default” means any of the events set forth in Section 10.01 hereof.

          “Exchanged Inventory” means Inventory of a Person (other than a Company) consisting of Hydrocarbons or Hydrocarbon Products that such Person is obligated to transfer to a Company in connection with product exchange arrangements.

          “Existing Effective Date” means January 14, 2004.

          “Existing Loan Documents” means the Existing Revolving Credit Agreement, the Revolving Credit Notes, the Guaranties, the Security Documents, the Cash Concentration Account Agreement, the Depository Account Agreements, the Contribution Agreement, the Letter of Credit Applications, each Joinder Agreement, each Lease Assignment, each Revolving Loan Amendment Document, each Subordination Agreement (Intercompany) and all other instruments, agreements and other documents executed and delivered pursuant thereto.

          “Existing Revolving Credit Agreement” has the meaning specified therefor in the recitals hereto.

          “Extension Notice” has the meaning specified therefor in Section 2.13(d) hereof.

          “Facility Floor” means, as of any date, $160,000,000, as such amount may be permanently increased from time to time in accordance with Section 2.13(b).

          “Facility Sublimit” means, as of any date, an aggregate amount equal to the sum of the Facility Floor plus the Oil Price Adjustment, if any, as determined in accordance with Section 2.13; provided, that, in no event shall the Facility Sublimit exceed the Total Commitment.

          “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period of the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

          “Field Examination Fee” has the meaning specified therefor in Section 2.08(d) hereof.

          “Final Maturity Date” means the earlier to occur of (i) the Termination Date or (ii) the date this Agreement is terminated pursuant to Section 12.01(a) or Section 12.01(b) hereof.

          “Financial Statements” means (i) the audited consolidated balance sheets, consolidated statements of income and consolidated statements of stockholders’ equity and consolidated statements of cash flow of the Parent and its Consolidated Subsidiaries as of December 31, 2005, audited by KPMG, LLP, and (ii) the unaudited consolidated balance sheets, consolidated statements of income and consolidated statements of cash flow of the Parent and its Consolidated Subsidiaries as of the Fiscal Quarter ending March 31, 2006, reviewed by KPMG, LLP.

          “Fiscal Month” means a fiscal month of the Parent and its Consolidated Subsidiaries ending on the last day of a calendar month.

          “Fiscal Quarter” means a fiscal quarter of the Parent and its Consolidated Subsidiaries ending on March 31, June 30, September 30 or December 31.

          “Fiscal Year” means a fiscal year of the Parent and its Consolidated Subsidiaries ending on December 31 of each year.

          “Fixed Assets” means any Refinery, any other refinery, any Terminal, any Pipeline and any other real property, fixture or equipment of any Company wherever located and whether now or hereafter existing or arising and whether now owned or hereafter acquired.

          “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) Paramount owned by Paramount 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.

          “FTPL” means Fin-Tex Pipe Line Company, a Texas corporation.

          “GAAP” means generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis, provided that for the purposes of Section 7.02(i) and the definitions used therein, “GAAP” shall mean generally accepted accounting principles in effect on the date hereof and consistent with those used in the preparation of the Financial Statements.

          “Governmental Authority” means any nation or government, any state or other political subdivision thereof and any department, commission, board, bureau, instrumentality, agency, court or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

          “Guaranties” means (i) the guaranty made by the Guarantor Companies contained in Article XI hereof guaranteeing the Obligations and (ii) any other guaranty, in form and substance satisfactory to the Agent, made by any Person in favor of the Lenders, guaranteeing all or any portion of the Obligations.

          “Guarantor Companies” means the Parent and the Companies party hereto from time to time, other than the Borrowers.

          “Guarantors” means the Guarantor Companies and all Persons which hereafter guarantee, pursuant to Section 7.01(b) hereof or otherwise, all or any part of the Obligations.

          “Hazardous Materials” shall include (i) any element, compound, or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substances, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste that contains hazardous constituents under Environmental Laws; (ii) petroleum and its refined products; (iii) polychlorinated biphenyls; (iv) any substance exhibiting

a hazardous waste characteristic including but not limited to corrosivity, ignitability, toxicity or reactivity as well as any radioactive or explosive materials; and (v) any asbestos-containing materials and manufactured products containing Hazardous Materials.

          “Hedging Agreement” means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor, exchange transaction, forward agreement, or other forward or other exchange or protection agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity (including, without limitation, Hydrocarbons or Hydrocarbon Products, and whether or not the subject commodities are to be delivered) or equity values (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement, all as amended or otherwise modified from time to time.

          “Holly” means Holly Energy Partners, L.P., a Delaware limited partnership.

          “Holly Contribution Agreement” means the Contribution Agreement dated as of January 25, 2005, among Holly, Holly Energy Partners Operating L.P., the Transferors, Alon Pipeline Assets, Alon Logistics, Alon USA and Alon LP.

          “Hydrocarbon Products” means all liquid, semi-liquid and gaseous Hydrocarbon products of a Company derived from Hydrocarbons and/or other feedstocks and blendstocks processed at any Refinery, including, without limitation, crude oil, gasoline, diesel fuel, jet fuel, bitumen, asphalt, propane, propylene, butane, benzene, aromatic solvents, carbon black oil and sulfur.

          “Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, and any other liquid or gaseous hydrocarbons and all products refined or separated therefrom.

          “IDB” means Israel Discount Bank of New York.

          “Immaterial Company” means each Company (other than Alon Interests) that, (i) accounts for less than (A) 3% of consolidated revenues of Alon USA and its Consolidated Subsidiaries, or (B) 3% of consolidated earnings of Alon USA and its Consolidated Subsidiaries before interest and taxes, in each case for the immediately preceding four fiscal quarters of Alon USA ending as of the last day of the most recent fiscal quarter in respect of which the financial statements have been delivered pursuant to Section 7.01, or (ii) has assets which represent less than 3% of the consolidated assets of Alon USA and its Consolidated Subsidiaries as of the last day of the most recent fiscal quarter of Alon USA in respect of which the financial statements have been delivered pursuant to Section 7.01.

          “Indebtedness” means as to any Person, without duplication, (i) indebtedness for borrowed money; (ii) indebtedness for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of business and payable in accordance with customary practices); (iii) indebtedness evidenced by bonds, debentures, notes or other similar instruments (other than performance, surety and appeal or other similar bonds arising in the ordinary course of business); (iv) obligations and liabilities secured by a Lien upon property

owned by such Person, whether or not owing by such Person and even though such Person has not assumed or become liable for the payment thereof; (v) obligations and liabilities directly or indirectly guaranteed by such Person; (vi) obligations or liabilities created or arising under any conditional sales contract or other title retention agreement with respect to property used and/or acquired by such Person, whether or not the rights and remedies of the lessor, seller and/or lender thereunder are limited to repossession of such property; (vii) Capitalized Lease Obligations; (viii) all liabilities in respect of letters of credit, acceptances and similar obligations created for the account of such Person; (ix) net liabilities of such Person under (A) Hedging Agreements and (B) foreign currency exchange agreements, each calculated on a basis reasonably satisfactory to the Agent and in accordance with accepted practice; and (x) all other items which, in accordance with GAAP, would be included as liabilities on the liability side of the balance sheet of such Person.

          “Indemnification Agreement” means the Indemnification Agreement entered into on the Pipeline Transactions Effective Date, between Alon Logistics and HEP Logistics Holdings, L.P., a Delaware limited partnership.

          “Indemnitees” has the meaning specified therefor in Section 12.16 hereof.

          “Initial Oil Increase Period” has the meaning specified therefor in Section 2.13(c) hereof.

          “Interbank Market” means the London interbank market.

          “Intercreditor Agreement” means the Lien Subordination and Intercreditor Agreement, between the Agent and the Term Loan Agent, substantially in the form of Exhibit L hereto (as the same may be further amended or otherwise modified from time to time).

          “Interest Period” means with respect to any Eurodollar Loan, the period commencing on the borrowing date or the date of any continuation of or conversion into such Eurodollar Loan, as the case may be, and ending one, two, three or six months thereafter, in each case as selected by the Administrative Borrower in the applicable notice given to the Agent pursuant to Sections 2.03 or 2.11 hereof; provided that (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) no Interest Period for any Eurodollar Loan shall end after the Final Maturity Date, and (iii) no more than three (3) Interest Periods for the Borrowers may exist at any one time.

          “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time.

          “Inventory” means all Hydrocarbons, Hydrocarbon Products, other goods and other merchandise of a Person including, but not limited to, all raw materials, work in process, finished goods, materials and supplies of every nature used or usable in connection with the manufacture, shipping, storing, advertising or sale of such goods and merchandise, whether now owned or hereafter acquired and all such property the sale or other disposition of which may give rise to Accounts Receivable.

          “Investment” has the meaning specified therefor in Section 7.02(e) hereof.

          “Joinder Agreement” means a Joinder Agreement, substantially in the form of Exhibit F hereto, executed by a Subsidiary of a Company made a party hereto pursuant to Section 7.01(b) hereof.

          “L/C Issuer” means each of IDB and Bank Leumi, each in their respective capacities as an issuer of Letters of Credit pursuant to Sections 3.01 and 3.03(a).

          “Lease Agreement” means the Lease Agreement by and among Alon Refining, Alon Pipeline, APPL, FTPL and T& R Assets, Inc., a Texas corporation, as lessors, and Alon LP, as lessee, dated as of the Original Effective Date, as the same may be amended or otherwise modified from time to time.

          “Lease Assignment” means the landlord’s consent, waiver and estoppel by Alon Refining, Alon Pipeline, APPL, FTPL and T& R Assets, Inc., a Texas corporation, as lessors under the Lease Agreement, in favor of the Agent, in form and substance satisfactory to the Agent.

          “Lease Documents” means the Lease Agreement and each other agreement, instrument or document required to be delivered pursuant thereto.

          “Lender” and “Lenders” have the meanings specified therefor in the preamble hereto.

          “Letter of Credit” has the meaning specified therefor in Section 3.01(a).

          “Letter of Credit Administration Fee” has the meaning specified therefor in Section 3.03(b)(i) hereof.

          “Letter of Credit Amendment Fee” has the meaning specified therefor in Section 3.03(b)(i) hereof.

          “Letter of Credit Application” has the meaning specified therefor in Section 3.01(a) hereof.

          “Letter of Credit Collateral Account” has the meaning specified therefor in Section 3.01(b) hereof.

          “Letter of Credit Fees” means, collectively, (i) the Letter of Credit Administration Fees, payable to the Agent for the account of the L/C Issuer, (ii) the Letter of Credit Issuance Fees and the Letter of Credit Amendment Fees payable to the Agent for the account of the Lenders pursuant to Section 3.03(b)(i) and (iii) the charges of the L/C Issuer payable by the Borrowers in accordance with Section 3.03(b)(ii).

          “Letter of Credit Issuance Fee” has the meaning specified therefor in Section 3.03(b)(i) hereof.

          “Letter of Credit Obligations” means, at any time and without duplication, the sum of (i) the Reimbursement Obligations at such time, plus (ii) the aggregate maximum amount available for drawing under the Letters of Credit outstanding at such time, plus (iii) all amounts for which the L/C Issuer may be liable pursuant to any Letter of Credit in connection with any steamship guaranty, airway release, indemnity or delivery order issued by the L/C Issuer at the request of or for the benefit of the Borrowers, in each case as calculated by the L/C Issuer.

          “License Agreement” means the Alliance Agreement dated effective as of January 1, 2002, by and between Wright Asphalt Products Co. and Alon USA, LP.

          “Lien” means any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, including but not limited to any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security.

          “Loan Account” means one or more ledger accounts for the Borrowers maintained at the Payment Office of the Agent in the name of the Administrative Borrower under which the Borrowers will be charged with all Revolving Credit Loans made to, and all other Obligations incurred by, the Borrowers or such other account as the Agent shall designate from time to time.

          “Loan Documents” means this Agreement, the Revolving Credit Notes, the Guaranties, the Security Documents, the Intercreditor Agreement, the Cash Concentration Account Agreement, the Depository Account Agreements, the Contribution Agreement, the Letter of Credit Applications, each Joinder Agreement, each Lease Assignment, each Revolving Loan Amendment Document, each Subordination Agreement (Intercompany) and all other instruments, agreements and other documents executed and delivered pursuant hereto or thereto.

          “Loan Parties” means the Borrowers and the Guarantors.

          “Long Beach Refinery” means the refinery owned by Edgington as of the Effective Date and located near Long Beach, California, the interest owned by Edgington in the land on which such refinery is situated, use or license rights covering tracts of land adjoining the railroad lines, spurs or sidings within the boundary of the refinery site, all easements, rights of way and privileges granted to Edgington within or adjoining the refinery site, all improvements, machinery and equipment thereon, and the interest of Edgington as lessee in all leases of personal property used or held for use by Edgington in connection with such refinery.

          “Material Adverse Effect” means a material adverse effect upon (i) the business, condition (financial or otherwise), operations, properties or prospects of any Borrower or the Companies taken as a whole, (ii) the ability of the Loan Parties (taken as a whole) to perform their material obligations hereunder or under any other Loan Document to which each such Loan Party is a party, (iii) the creation, priority or perfection of a Lien arising under the Loan Documents on any Collateral (except as otherwise expressly provided in any Loan Document and except for any such Lien on Collateral with a market value of $3,000,000 or less to the extent that such material adverse effect is remedied within 60 days after any Company obtains knowledge thereof), or (iv) the rights, powers and remedies of the Agent, the WC Collateral

Agent and the Lenders under this Agreement or any other Loan Document or the legality, validity or enforceability of this Agreement or any other Loan Document.

          “Minimum Oil Increase Period” means a period not to expire prior to the last day of the second fiscal month following the date of the then current Notice of Facility Sublimit Increase or the Extension Notice, as the case may be.

          “Minority Interest” means an interest in a Company, held by a Person or Persons (other than Alon Israel or another Company) which is set forth on the balance sheet of a Person and its Consolidated Subsidiaries as a “Minority Interest in Subsidiaries”.

          “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

          “Mortgage” means the mortgages, deeds of trust and deeds to secure debt made by one or more Loan Parties in favor of the WC Collateral Agent in respect of the real property, and the improvements thereon, or interests therein, constituting or included in the Collateral.

          “Mortgage and Deed of Trust (Holly)” means the Mortgage and Deed of Trust entered into on February 28, 2005, between Alon LP and Holly.

          “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA for which any Company or any of their ERISA Affiliates has contributed to, or has been obligated to contribute to, at any time during the six (6) years preceding the date hereof.

          “Net Amount of Eligible Accounts Receivable” means the aggregate unpaid invoice amount of Eligible Accounts Receivable less, without duplication, sales, excise or similar taxes, returns, discounts, chargebacks, claims, advance payments, credits, offsets, reserves and allowances of any nature at any time issued, owing, granted, outstanding, available or claimed by an Account Debtor of a Loan Party (other than Alon Interests and the Parent) with respect to such Eligible Accounts Receivable, to the extent not already accounted for in the definition herein of Eligible Accounts Receivable.

          “New Guarantors” means Paramount of Oregon, LLC, a Delaware limited liability company, Paramount of Washington, LLC, a Delaware limited liability company, Alon Crude Pipeline, LLC, a Texas limited liability company, and Paramount Petroleum Holdings.

          “Net Proceeds” means (a) with respect to the sale or other disposition of any asset by the Companies or any of their Subsidiaries (including in connection with any sale-leaseback), the excess, if any, of (i) the aggregate amount received in cash (including any cash received by way of deferred payment pursuant to a note receivable, other non-cash consideration or otherwise, but only as and when such cash is so received) in connection with such sale or other disposition, over (ii) the sum of (A) the principal amount of any Indebtedness which is secured by a Permitted Lien on any such asset (other than Indebtedness assumed by the purchaser of such asset) or which is required to be, and is, repaid in connection with the sale or other disposition thereof (other than Indebtedness hereunder), (B) the reasonable out-of-pocket expenses and fees incurred by the Companies or their Subsidiaries in connection with such sale or other disposition, and provided that all such expenses and fees are set forth on a certificate provided to the Agent,

(C) federal and state taxes incurred in connection with such sale or other disposition, whether payable at such time or thereafter and (D) the amount of any PT Consideration paid by any Loan Party as a dividend and (b) with respect to the sale or other disposition of any Capital Stock or debt security by the Companies or any of their Subsidiaries, the excess of (i) the aggregate amount received in cash (including any cash received by way of deferred payment pursuant to a note receivable, other non-cash consideration or otherwise, but only as and when such cash is so received) in connection with such sale or other disposition, over (ii) the sum of (A) the reasonable fees, commissions, discounts and other out-of-pocket expenses incurred by the Companies or their Subsidiaries in connection with such sale or other disposition, and (B) federal and state taxes incurred in connection with such sale or other disposition, whether payable at such time or thereafter.

          “Notice of Borrowing” has the meaning specified therefor in Section 2.03.

          “Notice of Facility Sublimit Increase” has the meaning specified therefor in Section 2.13(c) hereof.

          “Obligations” means (i) the obligations of the Borrowers to pay, as and when due and payable (by scheduled maturity or otherwise), all amounts from time to time owing by them in respect of any Loan Document to which any Borrower is a party, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to bankruptcy, insolvency or reorganization of a Loan Party, whether or not a claim for post-filing interest is allowed in such proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and (ii) the obligations of the Borrowers to perform or observe all of its other obligations from time to time existing under any Loan Document to which any Borrower is a party.

          “Oil Price Adjustment” has the meaning specified therefor in Section 2.13(a).

          “Original Effective Date” means August 8, 2000.

          “Other Taxes” has the meaning specified therefor in Section 2.12.

          “P&T Agreement” means the Pipeline and Terminals Agreement, entered into on February 28, 2005, between Alon LP and Holly.

          “P&T Contracts” means the Holly Contribution Agreement, the P&T Agreement, the limited partnership agreement of Holly (including the amendment thereto entered into in connection with the Pipeline Transactions), the Mortgage and Deed of Trust (Holly), the Indemnification Agreement, the Subordination Agreement and all other agreements entered into in connection with the Pipeline Transactions.

          “Parent” has the meaning specified therefor in the preamble hereto.

          “Paramount” has the meaning specified therefor in the Recitals hereto.

          “Paramount Petroleum Holdings” means Paramount Petroleum Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Alon Assets.

          “Paramount Refinery” means the refinery being acquired by the Companies as of the Effective Date pursuant to the Paramount Stock Purchase Documents and located near Paramount, California, the interest owned by Paramount and its Subsidiaries in the land on which such refinery is situated, use or license rights covering tracts of land adjoining the railroad lines, spurs or sidings within the boundary of the refinery site, all easements, rights of way and privileges granted to Paramount and its Subsidiaries within or adjoining the refinery site, all improvements, machinery and equipment thereon, and the interest of Paramount or any of its Subsidiaries as lessee in all leases of personal property used or held for use by Paramount or any of its Subsidiaries in connection with such refinery.

          “Paramount Stock” means all of the shares of Capital Stock of Paramount proposed to be purchased by the Parent or its designee pursuant to the Paramount Stock Purchase Agreement.

          “Paramount Stock Purchase” means the purchase of all of the issued and outstanding shares of capital stock of Paramount by Paramount Petroleum Holdings.

          “Paramount Stock Purchase Agreement” means the Stock Purchase Agreement, dated as of April 28, 2006, by and among the Parent and the stockholders of Paramount named on the signature page thereto, as in effect on the date hereof.

          “Paramount Stock Purchase Documents” means the Paramount Stock Purchase Agreement and all other agreements, instruments and documents entered into or delivered in connection with the Paramount Stock Purchase.

          “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

          “Payment Office” means the Agent’s offices located at 511 Fifth Avenue, New York, New York, 10017, or such other offices as may be designated in writing from time to time by the Agent to the Administrative Borrower and, when used in connection with any payments made to the Agent, shall mean the Agent Account.

          “Permitted Investments” means (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States or marketable direct obligations issued or unconditionally guaranteed by any State or agency thereof and backed by the full faith and credit of such State, in each case maturing within one year from the date of acquisition thereof, (ii) commercial paper, maturing not more than 270 days after the date of issue rated P-1 by Moody’s or A-1 by Standard & Poor’s, (iii) overnight bank deposits, certificates of deposit and bankers’ acceptances, in each case maturing not more than 360 days after the date of issue, issued by any Lender or other commercial banking institutions and money market or time or demand deposit accounts maintained at any Lender or other commercial banking institutions, each commercial banking institution (other than any Lender) of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000, (iv) investments in securities with maturities of six months or less from the date of

acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by Standard & Poor’s or “A-2” by Moody’s, (v) repurchase agreements having maturities of not more than 90 days from the date of acquisition which are entered into with the commercial banking institutions described in clause (iii) above and which are secured by readily marketable direct obligations of the Government of the United States of America or any agency thereof, and (vi) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (i) through (iii) and (v) herein.

          “Permitted Lien” has the meaning specified therefor in Section 7.02(a).

          “Person” means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or Governmental Authority.

          “Pipelines” means the real property interests described in Schedule D hereto and any other pipeline now or hereafter owned or leased by any Company.

          “Pipeline Transactions” means (i) the contribution, transfer, assignment and delivery by the Transferors, as a capital contribution, of the Contributed Assets to Alon Pipeline Assets, in consideration for equity interests in Alon Pipeline Assets; (ii) the assignment by the Transferors of the Assumed Liabilities to Alon Pipeline Assets and the assumption of such Assumed Liabilities by Alon Pipeline Assets; (iii) the contribution, transfer, assignment and delivery by the Transferors, as a capital contribution, of all of the equity interests held by the Transferors in Alon Pipeline Assets to Alon Logistics, in consideration for equity interests in Alon Logistics; (iv) the transfer by Alon Logistics of all of the equity interests held by Alon Logistics in Alon Pipeline Assets, in consideration for the PT Consideration; (v) the execution and delivery of the P&T Agreement; and (v) the other transactions provided for in the Holly Contribution Agreement and in the P&T Agreement.

          “Pledge Agreement” means the Pledge and Security Agreement dated as of the Effective Date, by and among the Borrowers and each of the other Companies in favor of the WC Collateral Agent, substantially in the form of Exhibit C hereto, as the same may be amended, supplemented or otherwise modified from time to time.

          “Post-Default Rate” means a rate of interest per annum equal to the rate of interest otherwise in effect plus 2% or, if no other rate of interest is in effect, the Base Rate plus 2%.

          “Prime Rate” means the rate of interest publicly announced by IDB in New York, New York from time to time as its prime rate. The prime rate is determined from time to time by IDB as a means of pricing some loans to its borrowers and neither is tied to any external rate of interest or index, nor necessarily reflects the lowest rate of interest actually charged by IDB to any particular class or category of customers. Each change in the Prime Rate shall be effective on the first day of the month following the date such change is announced.

          “Production Increase” has the meaning specified therefor in Section 2.13(b) hereof.

          “Pro Rata Share” means:

          (a) with respect to a Lender’s obligation to make Revolving Loans and receive payments of interest, fees, and principal with respect thereto, the percentage obtained by dividing (i) such Lender’s Revolving Credit Commitment, by (ii) the Total Commitment, provided that, if the Total Commitment has been reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Lender’s Revolving Loans (including Agent Advances) and its interest in the Letter of Credit Obligations and the denominator shall be the aggregate unpaid principal amount of all Revolving Loans (including Agent Advances) and Letter of Credit Obligations; and

          (b) with respect to all other matters (including, without limitation, the indemnification obligations arising under Section 9.06), the percentage obtained by dividing (i) such Lender’s Revolving Credit Commitment by (ii) the Total Commitment, provided that, if such Lender’s Revolving Credit Commitment shall have been reduced to zero, such Lender’s Revolving Credit Commitment shall be deemed to be the aggregate unpaid principal amount of such Lender’s Revolving Loans (including Agent Advances) and its interest in the Letter of Credit Obligations, and if the Total Commitment shall have been reduced to zero, the Total Commitment shall be deemed to be the aggregate unpaid principal amount of all Revolving Loans (including Agent Advances) and Letter of Credit Obligations.

          “PT Consideration” means (i) the payment by Holly to Alon Logistics of the Cash Consideration; and (ii) the delivery by Holly to Alon Logistics of certificates representing the Unit Consideration, which were initially issued in the name of Alon Logistics.

          “Refinery” means a refinery owned by a Company (including, without limitation, any Significant Refinery), such Company’s interest in the real property on which such refinery is situated, use or license rights covering tracts of land adjoining any railroad lines, spurs or sidings within the boundary of such refinery site, all easements, rights of way and privileges granted to such Company within or adjoining the refinery site, all improvements, all machinery and equipment thereon, and the interest of such Company as lessee in all leases of personal property used or held for use by such Company in connection with such refinery.

          “Reimbursement Obligations” means the obligations of the Borrowers to reimburse the L/C Issuer and the Lenders for amounts payable by the L/C Issuer or the Lenders under a Letter of Credit in respect of any drawing made under any Letter of Credit, together with interest thereon as provided in Section 2.06 hereof and Section 3.01(c).

          “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping, or disposing of any Hazardous Material (including the abandonment or discarding of barrels, containers, and other closed receptacles containing any Hazardous Material) into the indoor or outdoor environment, including ambient air, soil, surface or ground water.

          “Remedial Action” means all actions taken to (i) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the indoor or outdoor environment; (ii) prevent or minimize a Release or threatened Release of

Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (iv) any other actions authorized by 42 U.S.C. 9601.

     “Reportable Event” means an event described in Section 4043 of ERISA (other than an event described in Section 4043(c)(7) of ERISA.

     “Required Lenders” means, at any time, Lenders whose Pro Rata Shares aggregate at least 51%.

     “Reserve Requirements” means, for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System. Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender or the Affiliate of any Lender under Regulation D.

     “Responsible Officer” means a person that is any of the chairman of the board of directors, chief executive officer, or chief financial officer of any Person.

     “Restricted Payment” has the meaning specified therefor in Section 7.02(f).

     “Revolving Credit Commitment” means, with respect to each Lender, the revolving credit commitment of such Lender as set forth in Schedule B hereto, as the same may be adjusted from time to time pursuant to the terms of this Agreement.

     “Revolving Credit Loan” means a loan made by a Lender to any Borrower pursuant to Section 2.01(a) hereof.

     “Revolving Credit Notes” means each amended promissory note of a Borrower, substantially in the form of Exhibit A hereto, made payable to the order of a Lender and evidencing the Indebtedness and other Obligations resulting from the making by such Lender of Revolving Credit Loans and delivered to the Agent, as such promissory note may be modified or extended from time to time, and any promissory note or notes issued in exchange or replacement therefor.

     “Revolving Loan Amendment Documents” means this Agreement and each other Loan Document delivered on the Effective Date pursuant to Article V hereof.

     “SCS” means Southwest Convenience Stores LLC, a Texas limited liability Agreement.

     “SEC” means the United States Securities and Exchange Commission and any successor thereto.

     “Securities Act” means the Securities Act of 1933, as in effect from time to time.

     “Security Agreement” means the Amended and Restated Security Agreement, originally dated as of August 8, 2000, as amended and restated as of the Effective Date, by and among the Borrowers and each of the other Companies in favor of the WC Collateral Agent, substantially in the form of Exhibit B hereto, as the same may be amended, supplemented or otherwise modified from time to time.

     “Security Documents” means, collectively, the Security Agreement, the Pledge Agreement, each Mortgage and the Lease Assignment executed and delivered by a Company, and all Uniform Commercial Code financing statements required by this Agreement and the Security Documents to be filed with respect to the security interests in personal property and fixtures created pursuant to such agreements, and all other documents and agreements executed and delivered by the Companies in connection with any of the foregoing documents.

     “Settlement Period” has the meaning specified therefor in Section 2.05(e) hereof.

     “Significant Refinery” means Big Spring Refinery.

     “Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is not less than the total amount of its liabilities (including, without limitation, liabilities on all claims, whether or not reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured) of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its existing debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital.

     “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

     “Subordination Agreement” means the Subordination, Non-Disturbance and Attornment Agreement entered into at the closing of the Pipeline Transactions, between the administrative agent named therein for the Credit Parties defined therein, the Agent and Alon LP.

     “Subordination Agreement (Intercompany)” means an Amended and Restated Intercompany Subordination Agreement, by and among (i) a Loan Party or a Subsidiary of a Loan Party, as obligor, and (ii) a Loan Party or a Subsidiary of a Loan Party, as subordinated creditor, in favor of the Agent, substantially in the form of Exhibit C-1 hereto (as the same may

be amended, supplemented or otherwise modified from time to time), pursuant to which intercompany Indebtedness is subordinated to the prior payment in full of the Obligations.

     “Subordinated Indebtedness” means Indebtedness of any Loan Party and any of its Subsidiaries to any other Loan Party or any of its Subsidiaries that has been expressly subordinated in right of payment to all Indebtedness of such Loan Party under the Loan Documents by a Subordination Agreement (Intercompany).

     “Subsequent Oil Increase Period” has the meaning specified therefor in Section 2.13(d).

     “Subsidiary” means, with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, association or other entity (i) the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP or (ii) of which more than 50% of (A) the outstanding Capital Stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors of such corporation, (B) the interest in the capital or profits of such partnership or limited liability company or (C) the beneficial interest in such trust or estate is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person.

     “Target Net Worth” means, on any date of determination, the sum of (i) $106,000,000 plus (ii) an amount determined on a cumulative basis equal to the sum of 50% of any positive consolidated net income of Alon USA and its Consolidated Subsidiaries for each Fiscal Year ending after December 31, 2004.

     “Taxes” has the meaning specified therefor in Section 2.12.

     “Terminals” means the real property interests described in Schedule E hereto and any other terminal now or hereafter owned or leased by any Company.

     “Termination and Releases” has the meaning specified therefor in Section 9.08 (d) hereof.

     “Termination Date” means January 1, 2010.

     “Termination Event” means (i) a Reportable Event with respect to any Employee Plan, (ii) any event that causes any Borrower or any of its ERISA Affiliates to incur liability under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of the Internal Revenue Code, (iii) the filing of a notice of intent to terminate an Employee Plan under Section 4041 of ERISA, (iv) the institution of proceedings by the Pension Benefit Guaranty Corporation to terminate an Employee Plan, or (v) any other event or condition that would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Employee Plan.

     “Term Loan Agent” means CS acting through its Cayman Islands branch, or any successor or replacement agent under the Term Loan Agreement.

     “Term Loan Agreement” means the Amended and Restated Credit Agreement, dated as of the date hereof, among Parent, as borrower, the lenders party thereto and Credit Suisse First Boston, as administrative agent, as in effect on the Effective Date.

     “Term Loan Documents” means the “Loan Documents”, as such term is defined in the Term Loan Agreement as in effect on the Effective Date.

     “Term Loan Lenders” means the financial institutions and other lenders from time to time party to the Term Loan Agreement as “Lenders” thereunder.

     “Term Loans” means the Term Loans made by the Term Loan Lenders to Alon USA in an aggregate principal amount not to exceed $550,000,000 pursuant to the Term Loan Agreement.

     “Title Company” means a nationally recognized title insurance company reasonably acceptable to the Agent.

     “Total Commitment” means the sum of the amounts of the Lenders’ Revolving Credit Commitments. The initial amount of the Total Commitment is $240,000,000.

     “Transaction Documents” means the Loan Documents, the License Agreement, and the Lease Documents.

     “Transferors” means each of T&R Assets, Inc., a Texas corporation, FTPL, and Alon Refining.

     “Unit Consideration” means 937,500 Class B Subordinated Units representing limited partner interests issued by Holly in favor of Alon Logistics.

     “WC Collateral Agent” means IDB, or any successor or replacement agent in its capacity as a collateral agent for the Lenders.

     Section 1.02 Accounting and Other Terms. Unless otherwise expressly provided herein, each accounting term used herein shall have the meaning given it under GAAP applied on a basis consistent with those used in preparing the Financial Statements. All terms used in this Agreement which are defined in Article 8 or Article 9 of the Uniform Commercial Code in effect in the State of New York on the date hereof and which are not otherwise defined herein shall have the same meanings herein as set forth therein. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”,

and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. References in this Agreement to “determination” by the Agent include good faith estimates by the Agent (in the case of quantitative determinations) and good faith beliefs by the Agent (in the case of qualitative determinations). In the event of any inconsistency between the terms and provisions of this Agreement and the terms and provisions of any Security Document, the terms and provisions of this Agreement shall control, provided that nothing herein shall be deemed to affect the Liens granted under any Security Document or the perfection thereof.

     Section 1.03 Time References. Unless otherwise indicated herein, all references to time of day refer to Eastern standard time or Eastern daylight saving time, as in effect in New York City on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”, provided, however, that with respect to a computation of fees or interest payable to the Agent, the Lenders or the L/C Issuer, such period shall in any event consist of at least one full day.

ARTICLE II

THE REVOLVING CREDIT LOANS

     Section 2.01 Revolving Credit Commitments.

          (a) (i) Each Revolving Lender has made “Revolving Credit Loans” (as defined in the Existing Revolving Credit Agreement) to Alon LP prior to the Effective Date, (ii) upon the effectiveness of this Agreement, any such “Revolving Credit Loan” shall automatically be deemed to be a “Revolving Credit Loan” to the Borrowers by such Lender under this Agreement, and (iii) subject to the terms and conditions and relying upon the representations and warranties set forth herein, each Lender severally agrees to continue to make Revolving Credit Loans to the Borrowers at any time and from time to time until the Business Day preceding the Final Maturity Date, or until the earlier reduction of its Revolving Credit Commitment to zero in accordance with the terms hereof, in an aggregate principal amount of Revolving Credit Loans at any time outstanding not to exceed the amount of such Lender’s Revolving Credit Commitment.

          (b) Notwithstanding the foregoing, the aggregate principal amount of the Revolving Credit Loans outstanding at any time shall not exceed the lowest of (i) the difference between (A) Total Commitment and (B) the aggregate Letter of Credit Obligations, (ii) the difference between (A) the then current Borrowing Base, and (B) the aggregate Letter of Credit Obligations and (iii) the difference between (A) the then current Facility Sublimit and (B) the aggregate Letter of Credit Obligations.

          (c) Within the foregoing limits, the Borrowers may borrow, repay and reborrow Revolving Credit Loans, on or after the Effective Date and prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth herein.

     Section 2.02 Revolving Credit Loans. Except as otherwise provided in Section 2.05, Revolving Credit Loans shall be made ratably by the Lenders in accordance with their respective Revolving Credit Commitments.

     Section 2.03 Making the Revolving Credit Loans. The Administrative Borrower shall give the Agent prior telephone notice (which notice, if requested by the Agent, must be promptly confirmed in writing in substantially the form of Exhibit E hereto (a “Notice of Borrowing”)) (i) for any Base Rate Loan not in excess of $30,000,000, not later than 12:00 noon (New York City time) one Business Days prior to such proposed borrowing or (ii) for any Loan other than a Base Rate Loan not in excess of $30,000,000, not later than 12:00 noon (New York City time) three Business Days prior to such proposed borrowing, and, in each case, the Agent shall promptly deliver such Notice of Borrowing to each Lender. Such Notice of Borrowing shall be irrevocable and shall specify the principal amount of the proposed borrowing (which, in the case of a Eurodollar Loan, must be in a minimum amount of $1,000,000 and in multiples of $500,000 in excess thereof), whether such Revolving Credit Loan is requested to be a Base Rate Loan or a Eurodollar Loan and, in the case of a Eurodollar Loan, the initial Interest Period for such Eurodollar Loan, the use of the proceeds of such proposed Revolving Credit Loan, and the proposed borrowing date, which must be a Business Day, and the Borrowers shall be bound to make a borrowing in accordance therewith. The Agent may act without liability upon the basis of written, telecopy or telephone notice believed by the Agent in good faith to be from the Administrative Borrower (or from any officer thereof designated in writing purportedly from the Administrative Borrower to the Agent), and each Borrower hereby waives the right to dispute the Agent’s record of the terms of any such telephonic Notice of Borrowing.

     Section 2.04 Revolving Credit Notes; Repayment of Revolving Credit Loans.

          (a) Each Revolving Credit Loan made by a Lender shall be evidenced by a single Revolving Credit Note, duly executed by the Administrative Borrower, dated the Effective Date, and delivered to and made payable to the order of such Lender in a principal amount equal to its Revolving Credit Commitment on such date.

          (b) The outstanding principal balance of each Revolving Credit Loan shall be due and payable on the Final Maturity Date.

     Section 2.05 Funding and Settlement Procedures.

          (a) Except as otherwise provided in this Section 2.05, all Revolving Credit Loans under this Agreement shall be made by the Lenders simultaneously and proportionately according to their Pro Rata Shares of the Total Commitment, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Revolving Credit Loan requested hereunder nor shall the Revolving Credit Commitment of any Lender to make the Revolving Credit Loan requested be increased or decreased as a result

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of the default by any other Lender in such other Lender’s obligation to make a Revolving Credit Loan requested hereunder.

          (b) Notwithstanding any other provision of this Agreement, in order to reduce the number of fund transfers among the Borrowers, the Lenders and the Agent, the Borrowers, the Lenders and the Agent agree that the Agent may, but shall not be obligated to, and the Borrowers and the Lenders hereby irrevocably authorize the Agent to, fund, on behalf of the Lenders, Revolving Credit Loans pursuant to Sections 2.02 and 2.03, subject to the procedures for settlement set forth in subsection 2.05(e); provided, however, that (A) the Agent shall in no event fund such Revolving Credit Loan if the Agent shall have received written notice from the Required Lenders on the Business Day prior to the date of the proposed Revolving Credit Loan that one or more of the conditions precedent contained in Section 5.02 hereof will not be satisfied on the date of the proposed Revolving Credit Loan and (B) the Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 5.02 have been satisfied. If the Agent elects not to fund a requested Revolving Credit Loan on behalf of the Lenders, promptly after receipt of a Notice of Borrowing from the Administrative Borrower, the Agent shall so notify each Lender. If the Agent notifies the Lenders that it will not fund a requested Revolving Credit Loan on behalf of the Lenders, each Lender shall make its Pro Rata Share of the Revolving Credit Loan available to the Agent, in immediately available funds, at the Payment Office no later than 2:00 p.m. (New York City time) on the date of the proposed Revolving Credit Loan. The Agent will make the proceeds of such Revolving Credit Loans available to the Borrowers on the day of the proposed Revolving Credit Loan by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Credit Loans received by the Agent at the Payment Office or the amount funded by the Agent on behalf of the Lenders to be deposited in an account designated by the Administrative Borrower.

          (c) If the Agent has notified the Lenders that the Agent will not fund a particular Revolving Credit Loan pursuant to subsection 2.05(b) on behalf of the Lenders, the Agent may assume that such Lender has made such amount available to the Agent on such day and the Agent, in its sole and absolute discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to the Borrowers on such day. If, in such case, the Agent makes such corresponding amount available to the Borrowers and such corresponding amount is not in fact made available to the Agent by such Lender, such Lender and the Borrowers severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Agent, at (A) in the case of the Borrowers, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.06 and (B) in the case of such Lender, at the Federal Funds Rate for three Business Days and thereafter at the Prime Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Pro Rata Share of such Revolving Credit Loan.

          (d) Nothing in this Section 2.05 shall be deemed to relieve any Lender from its obligation to fulfill its Revolving Credit Commitment hereunder or to prejudice any rights that the Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder.

          (e) With respect to all periods for which the Agent, on behalf of the Lenders, has funded Revolving Credit Loans pursuant to subsection 2.05(a), on the first Business Day after the last day of each week, or such shorter period as the Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Agent shall notify each Lender of the unpaid principal amount of the Revolving Credit Loans outstanding as of the last day of the Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Credit Loans outstanding as of the last day of the immediately preceding Settlement Period (or, if there has been no preceding Settlement Period, the amount of the Revolving Credit Loans made on the date of such Lender’s initial funding), each Lender shall promptly make available to the Agent such Lender’s Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Agent shall promptly pay over to each other Lender such Lender’s Pro Rata Share of the difference in immediately available funds. In addition, if the Agent shall so request at any time when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Agent shall determine that it is desirable to present claims against the Borrowers for repayment, each Lender shall promptly remit to the Agent or, as the case may be, the Agent shall promptly remit to each Lender, sufficient funds to adjust the interests of the Lenders in the then outstanding Revolving Credit Loans to such an extent that, after giving effect to such adjustment, each Lender’s interest in the then outstanding Revolving Credit Loans will be equal to its Pro Rata Share thereof. The obligations of the Agent and each Lender under this subsection 2.05(e) shall be absolute and unconditional. Each Lender shall only be entitled to receive interest on its Pro Rata Share of the Revolving Credit Loans which have been funded by such Lender.

          (f) In the event that any Lender fails to make any payment required to be made by it pursuant to subsection 2.05(e), the Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Agent, at the Federal Funds Rate for three Business Days and thereafter at the Prime Rate. During the period in which such Lender has not paid such corresponding amount to the Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Agent to the Borrowers shall, for all purposes hereof, be a Revolving Credit Loan made by the Agent for its own account. Upon any such failure by a Lender to pay the Agent, the Agent shall promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall immediately pay such corresponding amount to the Agent for its own account.

     Section 2.06 Interest.

          (a) Revolving Credit Loans. Each Revolving Credit Loan which is a Eurodollar Loan shall bear interest on the principal amount thereof from time to time outstanding from the date of such Revolving Credit Loan until such principal amount becomes due, at a rate per annum equal to the Eurodollar Rate for the Interest Period in effect for such Revolving Credit Loan plus 1.50%. Each Revolving Credit Loan which is a Base Rate Loan shall bear interest on the principal amount thereof from time to time outstanding from the date of such Revolving Credit Loan until such principal amount becomes due, at a rate per annum equal to the Base Rate.

          (b) Default Interest. Upon the occurrence and during the continuance of an Event of Default described in Section 10.01 hereof, all outstanding principal of the Revolving Credit Loans and all outstanding Reimbursement Obligations, all accrued interest (to the extent permitted by law) which is not paid when due and all other outstanding Obligations shall bear interest until such time as no such Event of Default exists at a fluctuating interest rate per annum equal at all times to the Post-Default Rate.

          (c) Interest Payment. Interest on each Eurodollar Loan shall be payable in arrears on the last day of each Interest Period of such Eurodollar Loan and, in the case of any Eurodollar Loan with an Interest Period longer than three months, the day that interest would have been paid if such Eurodollar Loan had an Interest Period of three months. Interest on each Base Rate Loan shall be payable quarterly, in arrears, on the first day of each January, April, July and October, commencing on the first day of the first such month following the making of such Base Rate Loan, and at maturity (whether upon demand, by acceleration or otherwise). Interest at the Post-Default Rate shall be payable on demand. The Borrowers hereby authorize the Agent to, and the Agent may, from time to time, charge the Loan Account pursuant to Section 4.02 hereof with the amount of any interest payment due hereunder. It is understood and agreed that on the Effective Date, all interest on the “Revolving Credit Loans” (as defined in the Existing Revolving Credit Agreement) that has accrued and is unpaid as of such date, shall continue to be due and owing (notwithstanding the effectiveness of this Agreement) upon the effectiveness of this Agreement.

          (d) General. All interest shall be computed on the basis of a year of 360 days for the actual number of days, including the first day but excluding the last day, elapsed.

     Section 2.07 Reduction of Revolving Credit Commitment; Prepayment of Revolving Credit Loans.

          (a) The Total Commitment shall not be reduced without the prior written consent of the Administrative Borrower, the Agent and Bank Leumi, unless all of the Obligations are repaid in full and the Total Commitment is terminated and reduced to zero in accordance with this Section 2.07(a). Notwithstanding the first sentence of this Section 2.07(a), the Borrowers may not repay the Obligations in full and the Total Commitment may not be terminated by the Borrowers unless in each and every case the Agent and the Lenders receive at least three months’ prior written notice of such repayment and termination from the Administrative Borrower (a “Termination Notice”), provided that (i) in no event shall any such repayment and termination be effective prior to November 15, 2006, (ii) the Termination Notice shall be revocable only during the first two months immediately following the delivery of such notice (but not during the third month, it being understood that after such second month the Termination Notice shall be irrevocable), provided further that if the Administrative Borrower revokes a Termination Notice, the Administrative Borrower may not give any other Termination Notice for a period of nine months following the date of such revoked Termination Notice, and (iii) the Borrowers may repay the Obligations in full and the Total Commitment may be terminated at any time notwithstanding the failure of the Administrative Borrower to provide the Agent and the Lenders with a Termination Notice if (A) an Event of Default shall have occurred and be continuing and (B) the Agent shall have provided written notice of the existence of such Event of Default to the Administrative Borrower. Any reductions of the Total Commitment

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which are so consented to shall be irrevocable and may not be reinstated. Each such approved reduction shall reduce the Revolving Credit Commitment of each Lender proportionately in accordance with its Pro Rata Share.

          (b) Subject to the terms and conditions contained in this Section 2.07, Section 2.10 and elsewhere in this Agreement, the Borrowers shall have the right to prepay, in whole or in part, the Revolving Credit Loans.

          (c) (i) If at any time the Borrowing Base is less than the sum of the aggregate principal amount of all outstanding Revolving Credit Loans plus the outstanding amount of all Letter of Credit Obligations, the Administrative Borrower will (A) immediately give notice of such occurrence to the Agent and (B) prepay the Revolving Credit Loans in an amount which will reduce the sum of the aggregate principal amount of all outstanding Revolving Credit Loans plus Letter of Credit Obligations to an amount less than or equal to the then current Borrowing Base. If at any time after the Borrowers have complied with the first sentence of this Section 2.07(c), the aggregate amount of Letter of Credit Obligations is greater than the then current Borrowing Base, the Borrowers shall provide cash collateral to the Agent in the amount of such excess, which cash collateral shall be deposited in an interest bearing account maintained by the Agent and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrowers at such time as (x) the aggregate Letter of Credit Obligations plus (y) the aggregate principal amount of all outstanding Revolving Credit Loans no longer exceeds the then current Borrowing Base.

               (ii) If at any time the aggregate principal amount of all outstanding Revolving Credit Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the then current Facility Sublimit, the Borrowers will (A) immediately give notice of such occurrence to the Agent and (B) prepay the Revolving Credit Loans in an amount which will reduce the sum of the aggregate principal amount of all outstanding Revolving Credit Loans plus the Letter of Credit Obligations to an amount less than or equal to the then current Facility Sublimit. If at any time after the Borrowers have complied with the first sentence of this Section 2.07(c)(ii), the aggregate amount of Letter of Credit Obligations is greater than the then current Facility Sublimit, the Borrowers shall provide cash collateral to the Agent in the amount of such excess, which cash collateral shall be deposited in an interest bearing account maintained by the Agent and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrowers at such time as (x) the aggregate Letter of Credit Obligations plus (y) the aggregate principal amount of all outstanding Revolving Credit Loans no longer exceeds the then current Facility Sublimit.

          (d) Immediately upon the receipt by any Loan Party or any Company of any Net Proceeds from the issuance, sale, assignment, transfer or other disposition of any Capital Stock, debt securities or assets of a Company (other than Net Proceeds from the sale of Inventory in the ordinary course of business and other than with respect to property subject to a prior Permitted Lien) the Borrowers shall make a prepayment of the Revolving Credit Loans in an amount equal to the amount of such Net Proceeds, except to the extent any Borrower or other Company is obligated to pay such Net Proceeds of Fixed Assets, Capital Stock or debt securities

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to the Term Loan Agent in accordance with Sections 2.13(a) of the Term Loan Agreement (as in effect on the date hereof). Notwithstanding the foregoing, (i) the Borrowers shall not be required to prepay the Revolving Credit Loans in the case of intercompany Indebtedness between the Loan Parties permitted by Sections 7.02(b) and 7.02(e) and (ii) the Administrative Borrower may, as to any amounts that would constitute Net Proceeds of the sale of any Fixed Assets, deliver to the Agent, at the time of receipt of such amounts by any Loan Party, a certificate of an officer stating that it intends to reinvest such amounts in productive assets of a kind then used or usable in the business of the Parent or its Subsidiaries (and, to the extent the assets sold in such asset sale constituted Collateral, which will be subject to a perfected security interest in favor of the Agent, subject only to the security interest of the Term Loan Agent, securing the Obligations under this Agreement), within 360 days of receipt of such amounts, and such amounts shall be deemed not to constitute Net Proceeds if, so long as and to the extent that (A) no Default or Event of Default shall have occurred and be continuing at the time of delivery of such certificate or at the proposed time of the application of such amounts, (B) such amounts may, pending their use to acquire such assets, be deposited with and held by the Term Loan Agent in an account over which the Term Loan Agent shall have sole control and exclusive rights of withdrawal subject to and consistent with the terms of the Intercreditor Agreement, and which shall be subject to a perfected security interest in favor of a Collateral Agent under the Security Documents (the “Asset Reinvestment Account”), (C) the aggregate amount held pending reinvestment at any time pursuant to this sentence shall not exceed $40,000,000 and (D) such amounts shall in fact be reinvested in assets meeting the requirements set forth above within such 360-day period (it being agreed that any amounts as to which any of the foregoing requirements shall at any time not be satisfied shall constitute Net Proceeds and be applied to prepay Revolving Credit Loans to the extent required by this Section 2.07).

          (e) Any prepayment made pursuant to this Section 2.07 shall be (i) accompanied by accrued interest on the principal amount being prepaid to the date of prepayment and (ii) subject to the terms of the Intercreditor Agreement.

          (f) All funds deposited on a Business Day into the Agent Account or directly to the Payment Office or any other account designated by the Agent to the Administrative Borrower shall be applied by the Agent to the payment, in whole or in part, to the outstanding Revolving Credit Loans as of such Business Day, subject to Section 4.02 hereof.

     Section 2.08 Fees.

          (a) Unused Line Fee. From and after the Effective Date until the Final Maturity Date, the Borrowers shall pay to the Agent for the account of the Lenders in accordance with the Lenders’ respective Pro Rata Shares and in immediately available funds, an unused line fee (the “Unused Line Fee”) accruing at the rate of 15/100th of 1% (0.15%) per annum on the excess, if any, of the Total Commitment over the then current Facility Sublimit. The Unused Line Fee shall be payable quarterly in arrears on the first Business Day of each January, April, July and October, commencing April 3, 2006 and shall be non-refundable.

          (b) Unused Loan Subfacility Fee. From and after the Effective Date until the Final Maturity Date, the Borrowers shall pay to the Agent for the account of the Lenders in accordance with the Lenders’ respective Pro Rata Shares and in immediately available funds, an

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unused loan subfacility fee (the “Unused Loan Subfacility Fee”) accruing at the rate of 3/10ths of 1% (0.30%) per annum, on the excess, if any, of the then current Facility Sublimit over the sum of the average amount of all Revolving Credit Loans and Letter of Credit Obligations outstanding from time to time. Solely for the purposes of calculating the Unused Loan Subfacility Fee, the total amount of Letters of Credit Obligations shall be determined based upon the maximum stated amount of each Letter of Credit and each such Letter of Credit shall be deemed to be outstanding at the maximum stated amount until the expiry date of each such Letter of Credit, irrespective of whether the maximum stated amount was reduced or such Letter of Credit was terminated prior to the expiry date of such Letter of Credit. The Unused Loan Subfacility Fee shall be payable quarterly in arrears on the first Business Day of each January, April, July and October, commencing April 3, 2006 and shall be non-refundable.

          (c) Letter of Credit Fees. From and after the Effective Date until all Letters of Credit have been terminated, the Borrowers shall pay to the Agent the Letter of Credit Fees set forth in and to be paid in accordance with Section 3.03(b) hereof.

          (d) Field Examination Fee. The Borrowers shall pay the reasonable out of pocket fees, costs, expenses and charges of auditors, appraisers and professionals employed or retained by the Agent to review, inspect, audit or monitor any of the Collateral prior to the Effective Date and from time to time thereafter (the “Field Examination Fee”).

          (e) General. It is understood and agreed that on the Effective Date, all fees that are payable on the “Obligations” (as defined in the Existing Revolving Credit Agreement) that have accrued and are unpaid as of such date, shall continue to be due and owing (notwithstanding the effectiveness of this Agreement) upon the effectiveness of this Agreement.

     Section 2.09 Eurodollar Rate Not Determinable; Illegality or Impropriety.

          (a) In the event, and on each occasion, that on or before the day on which the Eurodollar Rate is to be determined for a borrowing that is to include Eurodollar Loans, the Agent has determined in good faith that, or has been advised by the Required Lenders that, (i) the Eurodollar Rate cannot be determined for any reason, (ii) the Eurodollar Rate will not adequately and fairly reflect the cost of maintaining Eurodollar Loans or (iii) Dollar deposits in the principal amount of the applicable Eurodollar Loans are not available in the Interbank Market, the Agent shall, as soon as practicable thereafter, give written notice of such determination to the Administrative Borrower and the Lenders. In the event of any such determination, any request by the Administrative Borrower for a Eurodollar Loan pursuant to Section 2.03 shall, until, in the case of such a determination by the Required Lenders, the Agent has been advised by the Required Lenders and the Agent has so advised the Administrative Borrower that, or in the case of a determination by the Agent, the Agent has advised the Administrative Borrower and the other Lenders that, the circumstances giving rise to such notice no longer exist, be deemed to be a request for a Base Rate Loan. Each determination by the Agent and/or the Required Lenders hereunder shall be conclusive and binding absent manifest error.

          (b) In the event that it shall be unlawful or improper for any Lender to make, maintain or fund any Eurodollar Loan as contemplated by this Agreement, then such

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Lender shall forthwith give notice thereof to the Agent and the Administrative Borrower describing such illegality or impropriety in reasonable detail. Effective immediately upon the giving of such notice, the obligation of such Lender to make Eurodollar Loans shall be suspended for the duration of such illegality or impropriety and, if and when such illegality or impropriety ceases to exist, such suspension shall cease, and such Lender shall notify the Agent and the Administrative Borrower. If any such change shall make it unlawful or improper for any Lender to maintain any outstanding Eurodollar Loan as a Eurodollar Loan, such Lender shall, upon the happening of such event, notify the Agent and the Administrative Borrower, and the Borrowers shall immediately, or if permitted by applicable law, rule, regulation, order, decree, interpretation, request or directive, at the end of the then current Interest Period for such Eurodollar Loan, convert each such Eurodollar Loan into a Base Rate Loan.

     Section 2.10 Indemnity.

          (a) The Borrowers hereby jointly and severally indemnify each Lender and each Lender’s Affiliate against, and hereby agree to hold them harmless from, any loss or expense that such Lender or such Affiliate sustains or incurs (including, without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender or such Affiliate to fund or maintain any Eurodollar Loan, and including loss of anticipated profits) as a consequence of (i) any failure by the Borrowers to fulfill on the date of any borrowing hereunder the applicable conditions set forth in Article V, (ii) any failure by the Borrowers to borrow any Eurodollar Loan hereunder, to convert any Base Rate Loan into a Eurodollar Loan or to continue a Eurodollar Loan as such after notice of such borrowing, conversion or continuation has been given pursuant to Section 2.03 or Section 2.11, (iii) any payment, prepayment (mandatory or optional) or conversion of a Eurodollar Loan required by any provision of this Agreement or otherwise made on a date other than the last day of the Interest Period applicable thereto (including, without limitation, any transfer of Eurodollar Loans required by the Borrowers pursuant to Section 2.10(b) hereof or otherwise), (iv) any default in payment or prepayment of the principal amount of any Eurodollar Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by notice of prepayment or otherwise), or (v) the occurrence of any Event of Default, including, in each such case, any loss (including, without limitation, loss of anticipated profits) or reasonable expense sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Revolving Credit Loan or any part thereof as a Eurodollar Loan, provided that the indemnity made under this Section 2.10 shall be limited to losses and expenses incurred on or prior to the end of the relevant Interest Period. Such loss or reasonable expense shall include but not be limited to an amount equal to the excess, if any, as reasonably determined by such Lender or such Affiliate, of (i) the amount of interest that would otherwise have accrued on the principal amount so prepaid or converted or continued or not borrowed or converted or continued for the period from the date of such prepayment, conversion or continuation (or failure to borrow, convert or continue) to the last day of the then current Interest Period for such Revolving Credit Loan at the applicable rate of interest for such Revolving Credit Loan provided for herein, less (ii) the amount of interest that otherwise would have accrued on such principal amount from the date of such prepayment, conversion or continuation (or failure to borrow, convert or continue) until the end of the then current Interest Period at a rate per annum equal to the Eurodollar Rate for such period (as reasonably determined by the Agent). A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender or such

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Lender’s Affiliate is entitled to receive pursuant to this Section 2.10 and the basis for the determination of such amount or amounts shall be delivered to the Administrative Borrower and shall be conclusive and binding absent manifest error.

          (b) Notwithstanding paragraph (a) of this Section 2.10, the Agent will use reasonable efforts to minimize or reduce any such loss or expense resulting from the mandatory prepayments required by Section 2.07 of this Agreement by (i) applying all payments and prepayments to Revolving Credit Loans bearing interest at the Base Rate prior to any application of payments to Revolving Credit Loans bearing interest at the Eurodollar Rate and (ii) after all Base Rate Loans have been paid in full, calculating any such loss or expense based upon the net decrease in Eurodollar Loans on a day after giving effect to all prepayments and all Revolving Credit Loans made on such day.

     Section 2.11 Continuation and Conversion of Revolving Credit Loans.

          (a) Subject to Section 2.09 hereof, the Borrowers shall have the right, at any time, on three (3) Business Days’ prior irrevocable written or telecopy notice from the Administrative Borrower to the Agent, to continue any Eurodollar Loan, or any portion thereof, into a subsequent Interest Period or to convert any Base Rate Loan or portion thereof into a Eurodollar Loan, or on one (1) Business Day’s prior irrevocable written or telecopy notice from the Administrative Borrower to the Agent, to convert any Eurodollar Loan or portion thereof into a Base Rate Loan, subject to the following:

               (i) no Eurodollar Loan may be continued as such and no Base Rate Loan may be converted into a Eurodollar Loan, when any Event of Default or Default shall have occurred and be continuing at such time;

               (ii) in the case of a continuation of a Eurodollar Loan as such or a conversion of a Base Rate Loan into a Eurodollar Loan, the aggregate principal amount of such Eurodollar Loan shall not be less than $1,000,000 and in multiples of $500,000 if in excess thereof;

               (iii) in the case of a conversion from a Eurodollar Loan to a Base Rate Loan accrued interest on the Revolving Credit Loan (or portion thereof) being converted shall be paid by the Borrowers at the time of conversion;

               (iv) any portion of a Revolving Credit Loan maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Loan; and

               (v) if any conversion of a Eurodollar Loan shall be effected on a day other than the last day of an Interest Period, the Borrowers jointly and severally agree to reimburse each Lender on demand for any loss incurred or to be incurred by it in the reemployment of the funds released by such conversion as provided in Section 2.10.

In the event that the Administrative Borrower shall not give notice to continue any Eurodollar Loan into a subsequent Interest Period, such Revolving Credit Loan shall automatically become

a Base Rate Loan at the expiration of the then current Interest Period, subject to the other provisions of this Agreement.

     Section 2.12 Taxes.

          (a) All payments by the Borrowers hereunder, under the Revolving Credit Notes or under any other Loan Document shall be made without set-off, counterclaim, deduction or other defense. All such payments shall be made free and clear of and without deduction for any present or future income, franchise, sales, use, excise, stamp or other taxes, levies, imposts, deductions, charges, fees, withholdings, restrictions or conditions of any nature now or hereafter imposed, levied, collected, withheld or assessed by any jurisdiction (whether pursuant to United States Federal, state, local or foreign law) or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities, excluding taxes on the net income of, and branch profit taxes of, and franchise taxes imposed on, any Lender, the Agent or any L/C Issuer imposed by the jurisdiction in which such Lender, the Agent or such L/C Issuer is organized or any political subdivision thereof or taxing authority thereof or any jurisdiction in which such Person’s principal office or relevant lending office is located or any political subdivision thereof or taxing authority thereof (such nonexcluded taxes being hereinafter collectively referred to as “Taxes”). If a Borrower is required by law to deduct or to withhold any Taxes from or in respect of any amount payable hereunder, (i) the amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including Taxes on amounts payable to the Lenders, the Agent or the L/C Issuer pursuant to this sentence) the Lenders, the Agent or the L/C Issuer receive an amount equal to the sum they would have received had no such deductions or withholdings been made, (ii) such Borrower shall make such deductions or withholdings, and (iii) the Borrowers shall pay the full amount deducted or withheld to the relevant taxation authority in accordance with applicable law; provided, however, that if a Lender assigns its rights pursuant to Section 12.08 hereof and such assignment would (but for this proviso) cause the assignee Lender, immediately after such assignment, to be entitled to receive any greater payments under this Section 2.12 in respect of United States Federal, state, local or foreign withholding taxes than would have been made but for such assignment, then such assignee Lender shall not be entitled to receive any such greater payments than such assigning Lender would have been entitled to receive with respect to the rights assigned if such assignment had not taken place unless (A) such assignment had been at the request of, or with the consent of, the Borrowers or (B) an Event of Default has occurred and is continuing at the time of such assignment. Whenever any Taxes are payable by the Borrowers, as promptly as possible thereafter, the Borrowers shall send the Lenders, the L/C Issuer and the Agent an official receipt (or, if an official receipt is not available, such other documentation as shall be reasonably satisfactory to the Lenders, L/C Issuer or the Agent, as the case may be) showing payment. In addition, the Borrowers jointly and severally agree to pay any present or future taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery, performance, recordation or filing of, or otherwise with respect to, this Agreement, the Revolving Credit Notes, the Letters of Credit or any other Loan Document, except as provided above with respect to taxes on the net income of, and branch profit taxes of, and franchise taxes imposed on, any Lender, the Agent or any L/C Issuer (such nonexcluded taxes being hereinafter collectively referred to as “Other Taxes”).

          (b) The Borrowers jointly and severally agree to indemnify the Lenders, the Agent and the L/C Issuer for the amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.12) paid by any Lender, the Agent or the L/C Issuer and any liability (including penalties, interest and expenses for nonpayment, late payment or otherwise) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be paid within 30 days from the date on which such Lender, the Agent or such L/C Issuer makes written demand which demand shall identify the nature and amount of Taxes or Other Taxes for which indemnification is being sought and the basis of the claim.

          (c) Each Lender that is organized in a jurisdiction other than the United States, a State thereof or the District of Columbia hereby agrees that:

               (i) it shall, no later than the Effective Date (or, in the case of a Lender which becomes a party hereto pursuant to Section 12.08 after the Effective Date, the date upon which such Lender becomes a party hereto) deliver to the Borrowers and the Agent two accurate, complete and signed originals of U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI or successor form, in each case indicating that such Lender is on the date of delivery thereof entitled to receive payments of principal and interest for the account of its lending office under this Agreement free from withholding of United States Federal income tax;

               (ii) if at any time such Lender changes its lending office or offices or selects an additional lending office it shall, at the same time or reasonably promptly thereafter, deliver to the Borrowers through the Agent in replacement for, or in addition to, the forms previously delivered by it hereunder, if such changed or additional lending office is located in the United States, two accurate, complete and signed originals of such Form W-8BEN, Form W-8ECI or successor form, in each case indicating that such Lender is on the date of delivery thereof entitled to receive payments of principal and interest for the account of such changed or additional lending office under this Agreement free from withholding of United States Federal income tax; and

               (iii) it shall, promptly upon a Borrower’s reasonable request to that effect, deliver to such Borrower such other forms or similar documentation as may be required from time to time by any applicable law, treaty, rule or regulation in order to establish such Lender’s tax status for withholding purposes.

          (d) For any period with respect to which a Lender has failed to provide the Borrowers with the appropriate form described in Section 2.12(c) (other than in the case where such Lender is not, or is no longer, legally entitled to deliver such form), such Lender shall not be entitled to payment from the Borrowers without deduction pursuant to Section 2.12(a) or indemnification by the Borrowers pursuant to Section 2.12(b) to the extent that such payment or indemnification obligation would have been reduced if the applicable form had been delivered to the Borrowers; provided, however, that should such Lender become subject to Taxes because of its failure to deliver a form required hereunder, the Borrowers shall take such steps as the Lender shall reasonably request to assist such Lender to recover such Taxes.