Credit Agreement among Southwest Convenience Stores, LLC, Lenders, and Wachovia Bank, N.A. (June 6, 2006)

     “Restricted Indebtedness” means Indebtedness of the Borrower or any Subsidiary, the payment, prepayment, redemption, repurchase or defeasance of which is restricted under Section 8.06.

     “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests of the Borrower or any Subsidiary or any option, warrant or other right to acquire any Equity Interests of the Borrower or any Subsidiary.

     “Revolving Credit Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.07, and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04. The initial amount of each Lender’s Revolving Credit Commitment is set forth on Schedule 1.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Credit Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Credit Commitments is $20,000,000.

     “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure at such time.

     “Revolving Credit Maturity Date” means June 30, 2009.

     “Revolving Credit Note” means a promissory note of the Borrower payable to the order of a Lender, in substantially the form of Exhibit “A-1” hereto, and all extensions, renewals, and modifications thereof and all substitutions therefor.

     “Revolving Loan” means a Loan made pursuant to clause (b) of Section 2.01 hereof.

     “S&P” means Standard & Poor’s.

     “Security Agreement” means the Security Agreement(s), whether one ore more, of the Borrower and the Subsidiaries in favor of the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank and the Lenders, in substantially the form of Exhibit “C” hereto, as the same may be amended, supplemented or modified from time to time.

     “Solvent” means, as to any Person, that (a) the aggregate fair market value of its assets exceeds its liabilities, (b) it has sufficient cash flow to enable it to pay its Indebtedness as such Indebtedness matures, and (c) it does not have unreasonably small capital to conduct its business.

     “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of

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the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

     “Subordinated Debt” means all Indebtedness of the Borrower, any of its Subsidiaries or any Guarantor (in case of Guarantor, to or from any of the Borrower or any of its subsidiaries) subordinated in right of payment to the Obligations pursuant to documents containing maturities, amortization schedules, covenants, defaults, remedies, subordination provisions and other material terms in form and substance satisfactory to the Administrative Agent and the Required Lenders.

     “subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

     “Subsidiary” means any subsidiary of the Borrower and, upon consummation of the Good Time Acquisition, any subsidiary of Good Time Enterprise.

     “Synthetic Purchase Agreement” means any swap, derivative or other agreement or combination of agreements pursuant to which the Borrower or a Subsidiary is or may become obligated to make (i) any payment in connection with a purchase by any third party from a Person other than the Borrower or a Subsidiary of any Equity Interest in the Borrower or any Subsidiary, any warrants, options or other rights to acquire any Equity Interests of the Borrower or any Subsidiary, or any Restricted Indebtedness or (ii) any payment (other than on account of a permitted purchase by it of any Equity Interests in the Borrower or any Subsidiary, any warrants, options or other rights to acquire any Equity Interests of the Borrower or any Subsidiary, or any Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest in the Borrower or any Subsidiary, any warrants, options or other rights to acquire any Equity Interests of the Borrower or any Subsidiary, or any Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of the Borrower or the Subsidiaries (or their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.

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     “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

     “Term Loan” means a Loan made pursuant to clause (a) of Section 2.01 hereof.

     “Term Loan Commitment” means, with respect to each Lender as of the Effective Date, the commitment of such Lender to make a Term Loan hereunder on the Effective Date, expressed as an amount representing the maximum aggregate amount of the Term Loan to be made by such Lender hereunder. The initial amount of each Lender’s Term Loan Commitment is set forth on Schedule 1.01. The initial aggregate amount of the Lenders’ Term Loan Commitments is $30,000,000.

     “Term Loan Maturity Date” means: (i) with respect to Term Loans made on the Effective Date, June 30, 2016, and (ii) with respect to each Revolving Loan which is converted to a Term Loan pursuant to Section 2.02(e) hereof, the date which is the 10^th anniversary of the Conversion Date with respect to such converted Loan.

     “Term Note” means a promissory note of the Borrower payable to the order of a Lender, in substantially the form of Exhibit “A-2” hereto, and all extensions, renewals, and modifications thereof and all substitutions therefor.

     “Transactions” means the execution, delivery and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party, the borrowing of Loans and the use of the proceeds thereof.

     “Treasury Obligations” means any and all obligations and liabilities of the Borrower or any of its affiliates to the Administrative Agent, Issuing Bank and the Lenders, or any of them or any of their respective affiliates, now existing or hereafter arising, whether direct, indirect, joint, several, or joint and several, arising under or in any way relating to or incurred in connection with (a) any deposit accounts maintained by the Borrower or any of its affiliates with the Administrative Agent, Issuing Bank and the Lenders, or any of them or any of their respective affiliates, (b) any cash management services or treasury administration services provided by the Administrative Agent, Issuing Bank and the Lenders, or any of them or any of their respective affiliates, (c) any documentation relating thereto, or (d) any services or transactions relating thereto, including without limitation daylight overdraft exposure.

     “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

     “UCC” means the Uniform Commercial Code as in effect in the State of Texas.

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

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     SECTION 1.02 Terms Generally. 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 and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

     SECTION 1.03 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

     SECTION 1.04 UCC Changes. All terms used herein which are defined in the UCC shall, unless otherwise provided, have the meanings ascribed to them in the UCC both as in effect on the date of this Agreement and as hereafter amended. The parties intend that the terms used herein which are defined in the UCC have, at all times, the broadest and most inclusive meanings possible. Accordingly, if the UCC shall in the future be amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the date of this Agreement, then such term as used herein shall be given such broadened meaning. If the UCC shall in the future be amended or held by a court to define any term used herein more narrowly, or less inclusively, than the UCC in effect on the date of this Agreement, such amendment or holding shall be disregarded in defining terms used in this Agreement.

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ARTICLE II

The Credits

     SECTION 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees (a) to make a Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Term Loan Commitment, and (b) to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment, or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Credit Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of the Term Loans may not be reborrowed.

     SECTION 2.02 Loans and Borrowings.

	(a)		Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.
	(b)		Subject to Sections 3.02, 3.03 and 3.04, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
	(c)		At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000. At the time that each ABR Revolving Loan Borrowing is made, such Borrowing shall be not less than $500,000 provided that an ABR Revolving Loan Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Revolving Credit Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(e). Borrowings of more than one Type or Class may be outstanding at the same time; provided that there shall not at any time be more than a total of five Eurodollar Borrowings outstanding.
	(d)		Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date or Term Loan Maturity Date, as applicable.

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(e)

If no Event of Default has occurred and is then continuing, Borrower, from time to time prior to the Revolving Credit Termination Date, may convert any outstanding Revolving Loan into a Term Loan by delivering a Request to Convert Revolving Loan. The Request to Convert shall be irrevocable and the Loan will be converted on the Conversion Date. Borrower shall be responsible for any costs or liabilities incurred as a result of such conversion, including, without limitation any Break Funding Costs under Section 3.05. Upon conversion, the aggregate amount of Lenders’ Revolving Credit Commitments shall be ratably and permanently reduced by the then outstanding balance of the Revolving Loan so converted and the aggregate Term Loan Commitments shall be ratably increased to account for the conversion; provided, however that in no event shall the aggregate Commitments be more than $50,000,000 (except as increased pursuant to Section 2.15). At the request of Administrative Agent, Borrower shall execute one or more Term Notes and/or Revolving Notes to reflect the conversion of any balance from a Revolving Loan into a Term Loan.

     SECTION 2.03 Requests for Borrowings. To request a Revolving Loan Borrowing or Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request in writing (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., Dallas, Texas time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., Dallas, Texas time, on the same Business Day as the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and shall be made by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request by means of a Borrowing Request Form signed by the Borrower. Each such Borrowing Request shall specify the following information in compliance with Section 2.02:

	(i)		the aggregate amount of the requested Borrowing;
	(ii)		the date of such Borrowing, which shall be a Business Day;
	(iii)		whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
	(iv)		in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
	(v)		the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

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     SECTION 2.04 Letters of Credit.

	(a)		General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated and payable in dollars for its own account, in a form acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
	(b)		Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of, but less than 10 days in advance of, the requested date of issuance, amendment, renewal or extension) a notice by means of a Letter of Credit Request Form requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, the total Revolving Loan Borrowings and LC Exposure shall not exceed the total Revolving Credit Commitments.
	(c)		Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date.
	(d)		Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the

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			aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
	(e)		Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, Dallas, Texas time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Dallas, Texas time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, Dallas, Texas time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., Dallas, Texas time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to

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			this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.
	(f)		Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

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	(g)		Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.
	(h)		Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.11(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.
	(i)		Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.10(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.
	(j)		Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit

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such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Article X. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.09(d). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Lenders), be applied to satisfy other Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.09(d), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.09(d) and no Default shall have occurred and be continuing.

     SECTION 2.05 Funding of Borrowings.

	(a)		Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 2:00 p.m., Dallas, Texas time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in Dallas, Texas and designated by the Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(e) shall be remitted by the Administrative Agent to the Issuing Bank.
	(b)		Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share

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available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

     SECTION 2.06 Interest Elections.

	(a)		Each Revolving Loan Borrowing and Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.
	(b)		To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request by means of a Borrowing Request Form signed by the Borrower.
	(c)		Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02 and 2.03:

(i)

the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

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	(ii)		the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
	(iii)		whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and
	(iv)		if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

			If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
	(d)		Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
	(e)		If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.
	(f)		A Borrowing of any Class may not be converted to or continued as a Eurodollar Borrowing if after giving effect thereto (i) the Interest Period therefor would commence before and end after a date on which any principal of the Loans of such Class is scheduled to be repaid and (ii) the sum of the aggregate principal amount of the outstanding Eurodollar Borrowings of such Class with Interest Periods ending on or prior to such scheduled repayment date plus the aggregate principal amount of outstanding ABR Borrowings of such Class would be less than the aggregate principal amount of the Loans of such Class required to be repaid on such scheduled repayment date.

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     SECTION 2.07 Termination and Reduction of Commitments.

(a)		Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Dallas, Texas time, on the date which is thirty (30) days after the Effective Date and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date.
(b)		The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000, or if less, the amount of such Commitment, and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.09, the Revolving Credit Exposures would exceed the total Revolving Credit Commitments.
(c)		The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

     SECTION 2.08 Repayment of Loans; Evidence of Debt.

	(a)		The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date and (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan as provided in paragraph (b) of this Section.
	(b)		The Borrower shall repay Term Loan Borrowings in monthly installments of principal based on a fifteen (15) year amortization term, the first such installment to be due and payable (i) on the first day of the first month to commence not less than twenty (20) days after the applicable Term Loan Borrowing was advanced by Lenders, or, (ii) with respect any Revolving Loan converted to a Term Loan on the first day of the first month to commence not less than twenty (20) days after the applicable Conversion Date, with like successive

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			installments of principal and interest to be due and payable on the 1st day of each month thereafter, and a final installment of all remaining outstanding principal to be due and payable on the applicable Term Loan Maturity Date. To the extent not previously paid, all Term Loans shall be due and payable on the applicable Term Loan Maturity Date. Any prepayment of a Term Loan Borrowing shall be applied to scheduled repayments of the Term Loan Borrowings to be made pursuant to this paragraph (b) in inverse order of maturity; provided, however, that in the event Borrower makes a single prepayment of $2,500,000 or more, Administrative Agent shall adjust the amount of successive installments in order to amortize the remaining outstanding balance of the Term Loan Borrowing over the existing amortization term applicable to such Term Loan Borrowing. Prior to any repayment of any Term Loan Borrowings, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 11:00 a.m., Dallas, Texas time, two Business Days before the scheduled date of such repayment. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. Repayments of Term Loan Borrowings shall be accompanied by accrued unpaid interest on the Term Loan Borrowings.
	(c)		Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
	(d)		The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.
	(e)		The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.
	(f)		The obligation of the Borrower to repay each Lender for Revolving Loans made by such Lender and interest thereon shall be evidenced by a Revolving Credit Note executed by the Borrower, payable to the order of such Lender, in the principal amount of such Lender’s Revolving Credit Commitment as in effect on the date hereof, and initially dated the date hereof.
	(g)		The obligation of the Borrower to repay each Lender for Term Loans made by such Lender and interest thereon shall be evidenced by a Term Note executed by the Borrower, payable to the order of such Lender, in the principal amount of such

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Lender’s Term Commitment as in effect on the date hereof, and initially dated the date hereof.

     SECTION 2.09 Prepayment of Loans.

	(a)		The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section.
	(b)		Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (c) of this Section.
	(c)		The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing that will be made before the last day of the applicable Interest Period and shall pay all amounts required to be paid by Section 3.05 concurrently with such prepayment. Such notice shall be given not later than 11:00 a.m., Dallas, Texas time, two Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11.
	(d)		If at any time the total Revolving Credit Exposures exceeds the total Revolving Credit Commitments, the Borrower shall promptly prepay the outstanding Borrowings by the amount of the excess (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.04(j) in an aggregate amount equal to such excess).

     SECTION 2.10 Fees.

(a)

From and after the date of the Initial Advance hereunder, the Borrower agrees to pay to the Administrative Agent for the account of each Lender (pro rata in accordance with the Revolving Credit Commitment of each Lender) a Commitment Fee in the amount of the product of the daily average unused amount of the Revolving Credit Commitments times the applicable rate per annum set forth in the definition of Applicable Margin. For purposes of calculating the Commitment Fee hereunder, the Revolving Credit Commitments

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			shall be deemed utilized by the amount of all Revolving Loan Borrowings and LC Exposure. Accrued Commitment Fees payable under this Section shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Credit Commitments terminate, commencing on the first such date to occur after the date hereof. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
	(b)		The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect its participations in all outstanding Letters of Credit, which shall accrue at the rate per annum equal to the Applicable Margin then in effect for Eurodollar Borrowings as set forth in the definition of Applicable Margin on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 1/8% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Credit Commitments terminate and any such fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
	(c)		The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.
	(d)		All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of Commitment Fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

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     SECTION 2.11 Interest.

	(a)		The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin.
	(b)		The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.
	(c)		Notwithstanding the foregoing, if an Event of Default shall occur, the Loans and other amounts payable by the Borrower hereunder shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of principal of any Loan, 3% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, including interest and fees, 3% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.
	(d)		Accrued interest on each Loan shall be payable in arrears (1) on each Interest Payment Date for such Loan, (2) in the case of Revolving Loans, upon the earlier of the Revolving Credit Maturity Date and the date of termination of the Revolving Credit Commitments, and (3) in the case of Term Loans, upon the Term Loan Maturity Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.
	(e)		All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

     SECTION 2.12 Taxes.

(a)

Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this

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			Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
	(b)		In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
	(c)		The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or Issuing Bank, shall be conclusive absent manifest error.
	(d)		As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment satisfactory to the Administrative Agent.
	(e)		Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate.

     SECTION 2.13 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a)

The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees, or reimbursement of LC Disbursements or of amounts payable under Section 2.12, 3.01 or 3.05, or otherwise) prior to 12:00 noon, Dallas, Texas time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been

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			received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 712 Main Street, Houston, Texas 77002, except payments to be made directly to the Issuing Bank and except that payments pursuant to Sections 2.12, 3.01, 3.05 and 12.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.
	(b)		If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.
	(c)		If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and

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			counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.
	(d)		Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
	(e)		If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(d) or (e), 2.05(b), or 2.13(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

     SECTION 2.14 Mitigation Obligations; Replacement of Lenders.

	(a)		If any Lender requests compensation under Section 3.01, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 3.01, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with any such designation or assignment.
	(b)		If any Lender requests compensation under Section 3.01, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 12.04), all its interests, rights

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and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, the Issuing Bank), (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.01 or payments required to be made pursuant to Section 2.12, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

     SECTION 2.15 Increase of Commitments; Additional Lenders.

	(a)		Additional Revolving Loans. So long as no Default has occurred and is continuing, from time to time after the Effective Date, Borrower may, upon at least 30 days’ prior written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the aggregate amount of the Revolving Credit Commitments by an amount not to exceed $10,000,000 (the amount of any such increase, the “Additional Revolving Commitment Amount”) such that after giving effect to such increase, the aggregate amount of the Lenders’ Revolving Credit Commitments does not exceed $30,000,000; provided that at no time shall the aggregate amount of the Lenders’ Revolving Credit Commitments plus the aggregate principal amount of all outstanding Term Loans exceed $60,000,000. Each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Credit Commitment by a principal amount equal to its Applicable Percentage of the Additional Revolving Commitment Amount. No Lender (or any successor thereto) shall have any obligation to increase its Revolving Credit Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Revolving Credit Commitment shall be made in its sole discretion independently from any other Lender.
	(b)		If any Lender shall not elect to increase its Revolving Credit Commitment pursuant to subsection (a) of this Section, the Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Revolving Credit Commitment and in the case of any other such Person (an “Additional Revolving Lender”), become a party to this Agreement; provided, however, that any new bank or financial

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			institution must be reasonably acceptable to the Administrative Agent. The sum of the increases in the Revolving Credit Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Credit Commitments of the Additional Revolving Lenders shall not in the aggregate exceed the Additional Revolving Commitment Amount.
	(c)		An increase in the aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.15 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to the Administrative Agent signed by the Borrower, by each Additional Revolving Lender and by each other Lender whose Revolving Credit Commitment is to be increased, setting forth the new Revolving Credit Commitments of such Lenders and setting forth the agreement of each Additional Revolving Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with a replacement or additional Revolving Credit Note, as applicable, evidencing the new Revolving Credit Commitment of each affected Lender, duly executed and delivered by the Borrower and such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Revolving Credit Commitments.
	(d)		Upon the acceptance of any such agreement by the Administrative Agent, the aggregate amount of the Revolving Credit Commitments shall automatically be increased by the amount of the Revolving Credit Commitments added through such agreement and Schedule 1.1 shall automatically be deemed amended to reflect the Revolving Credit Commitments of all Lenders after giving effect to the addition of such Revolving Credit Commitments.
	(e)		Upon any increase in the aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.15 that is not pro rata among all Lenders, (i) within five Business Days, in the case of any ABR Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans and, to the extent the Borrower elects to do so and subject to the conditions specified in Article VI, the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Credit Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in such proportion and (y) effective upon such increase, the amount of the participations held by each Lender in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit in the proportion its respective Revolving Credit Commitment bears to the aggregate Revolving Credit Commitments after giving effect to such increase.

ARTICLE III

Yield Protection and Illegality

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     SECTION 3.01 Increased Costs.

(a)

If any Change in Law shall:

	(i)		impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or
	(ii)		impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

	(b)		If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.
	(c)		A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be in reasonable detail and be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate within 10 days after receipt thereof.

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(d)

Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

     SECTION 3.02 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

	(a)		the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or
	(b)		the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

     SECTION 3.03 Illegality. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for any Lender or its applicable lending office to (a) honor its obligation to make Eurodollar Borrowings hereunder or (b) maintain Eurodollar Borrowings hereunder, then such Lender shall promptly notify the Borrower (with a copy to the Administrative Agent) thereof and such Lender’s obligation to make or maintain Eurodollar Borrowings and to convert other Types of Borrowings into Eurodollar Borrowings hereunder shall be suspended until such time as such Lender may again make and maintain Eurodollar Borrowings, in which case (i) all Borrowings which would be otherwise made by such Lender as Eurodollar Borrowings shall be made instead as ABR Borrowings and all Borrowings which would otherwise be converted into (or continued as) Eurodollar Borrowings shall be converted instead into (or shall remain as) ABR Borrowings and (ii) if such Lender so requests by notice to the Borrower (with a copy to the Administrative Agent), all Eurodollar Borrowings of such

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Lender shall be automatically converted into ABR Borrowings on the date specified by such Lender in such notice.

     SECTION 3.04 Treatment of Affected Borrowings. If the Eurodollar Borrowings of any Lender are to be converted pursuant to Section 3.03 hereof, such Lender’s Eurodollar Borrowings shall be automatically converted into ABR Borrowings on the last day(s) of the then current Interest Period(s) for such Eurodollar Borrowings (or on such earlier date as such Lender may specify to the Borrower with a copy to the Administrative Agent) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.03 hereof which gave rise to such conversion no longer exist:

	(a)		To the extent that such Lender’s Eurodollar Borrowings have been so converted, all payments and prepayments of principal which would otherwise be applied to such Lender’s Eurodollar Borrowings shall be applied instead to its ABR Borrowings;
	(b)		All Borrowings which would otherwise be made or continued by such Lender as Eurodollar Borrowings shall be made as or converted into ABR Borrowings and all Borrowings of such Lender which would otherwise be converted into Eurodollar Borrowings shall be converted instead into (or shall remain as) ABR Borrowings; and

If such Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.03 hereof which gave rise to the conversion of such Lender’s Eurodollar Borrowings pursuant to this Section 3.04 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Borrowings are outstanding, such Lender’s ABR Borrowings shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Borrowings to the extent necessary so that, after giving effect thereto, all Borrowings held by the Lenders holding Eurodollar Borrowings and by such Lender are held pro rata (as to principal amounts, Types, and Interest Periods) in accordance with their respective Commitments.

     SECTION 3.05 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(c) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.14, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue,

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for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be in reasonable detail and be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

ARTICLE IV

Security

     SECTION 4.01 Collateral. To secure full and complete payment and performance of the Obligations, the Borrower (and Good Time Enterprise contemporaneously with the consummation of the Good Time Acquisition) shall execute and deliver or cause to be executed and delivered the documents described below covering the property and collateral described in this Section 4.01 (which, together with any other property and collateral which may now or hereafter secure the Obligations or any part thereof, is sometimes herein called the “Collateral”):

	(a)		The Borrower (and Good Time Enterprise contemporaneously with the consummation of the Good Time Acquisition) will, and will cause each of the Guarantors (other than Alon USA and Alon Interests) to, grant to the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Bank and the Lenders, a first priority security interest, subject only to those Liens permitted under Section 8.02 of this Agreement, in all of its accounts, accounts receivable, contract rights, equipment, machinery, furniture, fixtures, inventory, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter-of-credit rights, commercial tort claims, supporting obligations, intellectual property, and Equity Interests in its Subsidiaries, whether now owned or hereafter acquired, and all products and cash and noncash proceeds thereof, pursuant to the Security Agreement; provided that not more than 65% of the Equity Interests of any Foreign Subsidiary shall be required to be subject to such security interest.
	(b)		The Borrower (and Good Time Enterprise contemporaneously with the consummation of the Good Time Acquisition) will, and will cause each of the Subsidiaries to, execute and deliver and cause to be executed and delivered such further documents and instruments as the Administrative Agent, in its sole discretion, deems necessary or desirable to evidence and perfect its Liens in the Collateral.

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ARTICLE V

Representations and Warranties

     The Borrower represents and warrants to the Administrative Agent, the Issuing Bank and the Lenders that on and as of the date of this Agreement, the Effective Date, the date of each Borrowing, the date of each issuance of a Letter of Credit, and after giving effect to the Transactions:

     SECTION 5.01 Organization; Powers. Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where because of the nature of its activities or properties such qualification is required.

     SECTION 5.02 Authorization; Enforceability. The Transactions are within the powers of the Borrower and the Subsidiaries, respectively, and have been duly authorized by all necessary action. This Agreement and the other Loan Documents to which Borrower or any Guarantor is a party have been duly executed and delivered by such Person and constitutes a legal, valid and binding obligation of such Person, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

     SECTION 5.03 Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries, or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, except where such violation or default could not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, other than Liens created or imposed by the Loan Documents.

     SECTION 5.04 Financial Condition; No Material Adverse Change.

(a)

The Borrower has heretofore furnished to the Administrative Agent its and Alon USA’s internally prepared consolidated balance sheets and statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2005, subject to the absence of footnotes. Such financial statements present fairly, in all material respects, the financial position and results of operations and

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cash flows of the Alon USA, Borrower and Borrower’s consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP.

	(b)		Since December 31, 2005, there has been no material adverse change in the business, assets, operations or condition, financial or otherwise, of Alon USA, Borrower and Borrower’s Subsidiaries, taken as a whole.
	(c)		Except as disclosed in the financial statements referred to above or the notes thereto and except for Disclosed Matters, after giving effect to the Transactions, none of the Borrower or its Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long term commitments or unrealized losses.

     SECTION 5.05 Properties.

	(a)		Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes, and none of the properties, assets or leasehold interests of the Borrower or any Subsidiary is subject to any Lien, except as permitted by Section 8.02 or those Liens in favor of General Electric Capital Corporation; provided, however, that such Liens in favor of General Electric Capital Corporation must be paid in full and released using the proceeds of the initial Borrowing hereunder.
	(b)		Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

     SECTION 5.06 Litigation and Environmental Matters.

	(a)		There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement, any of the other Loan Documents or the Transactions.
	(b)		Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental

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Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(c)

Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or increased the likelihood of, a Material Adverse Effect.

     SECTION 5.07 Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

     SECTION 5.08 Investment and Holding Company Status. Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

     SECTION 5.09 Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

     SECTION 5.10 ERISA. No ERISA Event has occurred or is expected to occur that, when taken together with all other such ERISA Events for which liability is expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $500,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $500,000 the fair market value of the assets of all such underfunded Plans.

     SECTION 5.11 Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the

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statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

     SECTION 5.12 Indebtedness. The Borrower and its Subsidiaries have no Indebtedness, except as disclosed on Schedule 8.01 or otherwise permitted by Section 8.01.

     SECTION 5.13 Subsidiaries. The Borrower has no Subsidiaries other than those listed on Schedule 5.13 hereto, and Schedule 5.13 sets forth the jurisdiction of organization of each Subsidiary and the percentage of the Borrower’s or any Subsidiary’s ownership of the outstanding voting stock or other ownership or Equity Interests of each Subsidiary. All of the outstanding Equity Interests of each Subsidiary have been validly issued, is fully paid, and is nonassessable. The Borrower shall, from time to time as necessary, deliver to the Administrative Agent an updated Schedule 5.13 to this Agreement, together with a certificate of an authorized officer of the Borrower certifying that the information set forth in such schedule is true, correct and complete as of such date. Any new Subsidiary (other than Foreign Subsidiaries) must immediately execute a Guaranty.

     SECTION 5.14 Inventory. All inventory of the Borrower and its Subsidiaries has been and will hereafter be produced in compliance with all applicable laws, rules, regulations, and governmental standards, including, without limitation, the minimum wage and overtime provisions of the Fair Labor Standards Act, as amended (29 U.S.C. §§ 201-219), and the regulations promulgated thereunder, except any noncompliance that does not have a Material Adverse Effect.

     SECTION 5.15 Patents, Trademarks and Copyrights. Schedule 5.15 sets forth a true, accurate and complete listing, as of the date hereof, of all registered patents, trademarks and copyrights, and applications therefor, of the Borrower and its Subsidiaries. Except as created or permitted under the Loan Documents, no Lien exists with respect to the interests of the Borrower or any Subsidiary in any such patents, trademarks, copyrights or applications, and neither the Borrower nor any Subsidiary has transferred or subordinated any interest it may have in such patents, trademarks, copyrights and applications, except for licenses permitted by Section 8.09(b). The Borrower shall, from time to time as necessary, deliver to the Administrative Agent an updated Schedule 5.15 to this Agreement, together with a certificate of an authorized officer of the Borrower certifying that the information set forth on such schedule is true, correct and complete as of such date. Upon the request of the Administrative Agent at any time, the Borrower shall execute and deliver and cause to be executed and delivered assignments of all registered patents, trademarks, copyrights and applications therefor included in the Collateral, in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, which assignments shall be in form and substance satisfactory to the Administrative Agent and in proper form (i) for recording in the U.S. Patent and Trademark Office to properly reflect the Administrative Agent’s security interest in all U.S. patents, trademarks and applications therefor included in the Collateral and (ii) for recording with the U.S. Library of Congress to properly reflect the Administrative Agent’s security interest in all U.S. copyrights and applications therefor included in the Collateral.

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     SECTION 5.16 Margin Securities. Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin stock” within the meaning of Regulation T, U or X of the Board, as amended. No part of the proceeds of any Borrowing will be used, directly or indirectly, to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock.

     SECTION 5.17 Labor Matters. Except for any of the following that would not have a Material Adverse Effect, (a) there are no actual or threatened strikes, labor disputes, slow downs, walkouts, work stoppages, or other concerted interruptions of operations that involve any employees employed at any time in connection with the business activities or operations at any of the Borrower’s or its Subsidiaries’ locations, (b) hours worked by and payment made to the employees of the Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable laws, rules and regulations pertaining to labor matters, (c) all payments due from the Borrower or its Subsidiaries for employee health and welfare insurance, including, without limitation, workers’ compensation insurance, have been paid or accrued as a liability on its books, (d) the business activities and operations of the Borrower and its Subsidiaries are in compliance with the Occupational Safety and Health Act of 1970, 29 U.S.C. § 651 et seq. and other applicable health and safety laws, rules and regulations.

     SECTION 5.18 Solvency. On the Effective Date and on the date of each Borrowing, the Borrower and each of its Subsidiaries are, and after giving effect to the Transactions and the requested Borrowing and application of proceeds of the requested Borrowing, will be, Solvent.

     SECTION 5.19 Reserved.

     SECTION 5.20 Permits, Licenses, Etc. The Borrower and each of its Subsidiaries possess all permits, licenses, patents, patent rights, trademarks, trademark rights, trade names, trade name rights and copyrights which are required to conduct their respective businesses.

ARTICLE VI

Conditions

     SECTION 6.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which the Administrative Agent (or its counsel) has received (or waived in writing in accordance with Section 12.02) each of the following, in form and substance satisfactory to the Administrative Agent:

(a)

Credit Agreement. Either (i) a counterpart of this Agreement signed on behalf of each party hereto or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

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	(b)		Organizational and Authorization Matters. Such documents and certificates as the Administrative Agent or its counsel may request relating to the organization, existence and good standing of the Borrower and its Subsidiaries, the authorization of the Transactions, incumbency of officers, specimen signatures and any other legal matters relating to the Borrower, its Subsidiaries, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
	(c)		Corporate Structure; Capitalization; Subordinated Debt. (i) Evidence of the Borrower’s corporate and subsidiary structure, which evidence and structure shall be satisfactory to the Administrative Agent; and (ii) copies of all documents evidencing or relating to the Equity Interests, certified by a Financial Officer as complete and correct, which documents shall be satisfactory to the Administrative Agent in all respects.
	(d)		Governmental and Third Party Approvals. All governmental and third-party approvals necessary or advisable, in the judgment of the Administrative Agent, in connection with the Loans and in connection with the continuing operations of each of the Borrower and its Subsidiaries.
	(e)		Financial Statements. The financial statements specified in Section 5.04.
	(f)		Notes. The Notes executed by the Borrower.
	(g)		Security Agreement. The Security Agreement executed by the Borrower and the Guarantors.
	(h)		Financing Statements. Properly completed Uniform Commercial Code financing statements naming the Borrower and the Guarantors as debtors and covering the Collateral.
	(i)		Equity Interests. The original certificates representing the Equity Interests included in the Collateral, together with transfer powers duly executed in blank by the Borrower and the applicable Guarantors.
	(j)		Instruments and Chattel Paper. The originals of any and all instruments and chattel paper included in the Collateral, including without limitation, all promissory notes evidencing all intercompany Indebtedness owed to Borrower or any Guarantor by Borrower or any Subsidiary, each endorsed to the order of the Administrative Agent.
	(k)		Intellectual Property Documentation. Documentation satisfactory to the Administrative Agent, executed by the appropriate parties, (i) for recording in the U.S. Patent and Trademark Office to properly reflect the Administrative Agent’s security interest in all U.S. patents, trademarks and applications therefor of the Borrower and the Guarantors, and (ii) for recording with the United States Library

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of Congress to properly reflect the Administrative Agent’s security interest in all U.S. copyrights and applications therefor of the Borrower and the Guarantors.

	(l)		Field Audit; Due Diligence. Completion and satisfactory results of all due diligence conducted by the Administrative Agent.
	(m)		Insurance Policies. Certificate(s) of insurance evidencing all insurance policies required by Section 7.07, together with loss payable endorsements (where applicable) in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, with respect to all insurance policies covering Collateral.
	(n)		Lien Searches. The results of UCC, tax and judgment lien searches showing all financing statements, other documents or instruments and tax and judgment liens on file against each of the Borrower and the Guarantors in such jurisdictions as the Administrative Agent may require, such searches to be as of a date satisfactory to the Administrative Agent.
	(o)		Opinion of Counsel. Favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Bracewell & Giuliani L.L.P., counsel for the Borrower and Subsidiaries. Such opinions shall be in form and substance satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions.
	(p)		Indebtedness. All terms of the Material Indebtedness of the Borrower and its Subsidiaries which shall be satisfactory to the Lenders, and all requisite consents, approvals and amendments relating to such Material Indebtedness, which shall be in form and substance satisfactory to the Administrative Agent.
	(q)		Compliance Certificate. An initial Compliance Certificate, dated the Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a), (b) and (c) of Section 6.02 and showing compliance as of March 31, 2006 with the financial covenants set forth in Article IX.
	(r)		Solvency Certificates. Certificates, dated the Effective Date and signed by a Financial Officer of the Borrower and each of the Subsidiaries certifying as to the Solvency of the Borrower and each of the Subsidiaries as of the Effective Date and after giving effect to the Transactions.
	(s)		Fees and Expenses. All fees and other amounts due and payable on or prior to the Effective Date, including (1) all fees payable to the Administrative Agent and each Lender under this Agreement or any separate agreement or fee letter, and (2) to the extent invoiced, reimbursement or payment of all attorneys’ fees and out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

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	(t)		Liens. Evidence that all existing Liens on any assets of the Borrower and its Subsidiaries have been or simultaneously with the initial Loan hereunder are being terminated and/or released.
	(u)		Leases. Copies of all real estate leases and subleases entered into by the Borrower, certified by a Financial Officer as complete and correct, which leases and subleases shall be satisfactory to the Administrative Agent in all respects.
	(v)		Landlord’s Agreements. Landlord’s waivers or subordination agreements for each location of Collateral as the Administrative Agent may require, each in the form and substance satisfactory to the Administrative Agent and executed by the respective landlords of such locations.
	(w)		Additional Documentation. Such additional documents and certificates as the Administrative Agent or its counsel may request relating to the organization, existence and good standing of each of the Borrower and the Subsidiaries, the authorization of the Transactions, and any other legal matters relating to the Borrower, the Subsidiaries, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding any provision of the Loan Documents to the contrary, in the event Borrower fails to satisfy all of the requirements of this Section 6.01 on or before August 15, 2006, Administrative Agent and Lenders shall have no further obligation to make any Loan, and Administrative Agent shall have the option to terminate the Commitments.

     SECTION 6.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

	(a)		Representations and Warranties. The representations and warranties of the Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable.
	(b)		No Default. At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.
	(c)		Borrowing Request Form. With respect to any Borrowing, the Administrative Agent shall have received, in accordance with Section 2.03, a Borrowing Request Form, dated the date of such Borrowing, executed by an authorized officer of the Borrower.

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Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.

ARTICLE VII

Affirmative Covenants

     Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Administrative Agent, the Issuing Bank and the Lenders that:

     SECTION 7.01 Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent:

	(a)		(i) within 120 days after the end of each fiscal year of the Borrower, its unaudited, internally prepared consolidated and consolidating balance sheet and related statements of operations, income statements, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on and certified by a Financial Officer of Borrower (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied subject to the absence of footnotes; and (ii) within 120 days after the end of each fiscal year of the Alon USA, its audited consolidated and consolidating balance sheet and related statements of operations, income statements, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Alon USA and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
	(b)		within 30 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its internally prepared consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as

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presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

	(c)		concurrently with any delivery of financial statements under clause (a), a Compliance Certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth detailed calculations demonstrating compliance with the financial covenants set forth herein and (iii) in the case of clause (b) only, stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;
	(d)		promptly following any request therefor, such projections, budgets and other information regarding the operations, business affairs and financial condition of any Guarantor, the Borrower or any Subsidiary, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent may reasonably request.

     SECTION 7.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

	(a)		the occurrence of any Default;
	(b)		the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;
	(c)		the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $500,000; and
	(d)		any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

     SECTION 7.03 Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew

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and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, agreements and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 8.03.

     SECTION 7.04 Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect or become a Lien on any of its property, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

     SECTION 7.05 Maintenance of Properties. The Borrower will, and will cause each of its Subsidiaries to keep, maintain and preserve all property (tangible and intangible) material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

     SECTION 7.06 Books and Records; Inspection Rights

	(a)		The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such times and as often as requested; provided, however, that such visits will be conducted no more than three (3) times in any fiscal year unless a Default or Event of Default occurs.
	(b)		The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent (including any consultants, accountants, lawyers and appraisers retained by the Administrative Agent) to conduct evaluations and appraisals of the Borrower’s assets, all at such times and as often as requested; provided, however, that such evaluations and appraisals shall not be requested more than three (3) times per fiscal year unless a Default or Event of Default occurs. The Borrower shall pay the fees and expenses of any representatives retained by the Administrative Agent to conduct any such evaluation or appraisal.

     SECTION 7.07 Insurance. The Borrower will maintain, and will cause each of the Subsidiaries to maintain, insurance with financially sound and reputable insurance companies in such amounts and covering such risks as is usually carried by corporations engaged in similar businesses and owning similar properties in the same general areas in which the Borrower and the Subsidiaries operate, provided that in any event the Borrower will maintain and cause each

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Subsidiary to maintain workers’ compensation insurance or voluntary benefits and excess employers liability plans, property insurance, comprehensive general liability insurance, and products liability insurance satisfactory to the Lenders. Each property insurance policy covering Collateral shall name the Administrative Agent as loss payee for the benefit of the Lenders and shall provide that such policy will not be canceled or reduced without thirty (30) days’ prior written notice to the Administrative Agent.

     SECTION 7.08 Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, and with respect to ERISA will cause each of its ERISA Affiliates to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

     SECTION 7.09 Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only for refinancing existing indebtedness, general working capital of and future acquisitions by the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. Each Letter of Credit will be issued only to support a transaction that is entered into in the ordinary course of the Borrower’s or any of its Subsidiaries’ business.

     SECTION 7.10 Compliance with Agreements. The Borrower will comply, and will cause each Subsidiary to comply, in all material respects with all agreements, contracts, and instruments binding on it or affecting its properties or business.

     SECTION 7.11 Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, the Borrower will notify the Administrative Agent and the Lenders thereof and (a) the Borrower will cause such Subsidiary (except any Foreign Subsidiary) to become a Guarantor within three Business Days after such Subsidiary is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Administrative Agent or the Required Lenders shall request, (b) if any Equity Interest in or Indebtedness of such Subsidiary are owned by or on behalf of the Borrower or any Guarantor, the Borrower will cause such Equity Interests and promissory notes evidencing such Indebtedness to be pledged to the Administrative Agent and the Lenders within three Business Days after such Subsidiary is formed or acquired (except that, if such Subsidiary is a Foreign Subsidiary, shares of common stock of such Subsidiary to be pledged may be limited to 65% of the outstanding shares of common stock of such Subsidiary), and (c) Borrower and each Guarantor will execute and deliver a Contribution and Indemnification Agreement.

     SECTION 7.12 Good Time Acquisition. If and when the Good Time Acquisition is consummated, the Borrower will notify the Administrative Agent and the Lenders thereof and (a) the Borrower will cause Good Time Enterprise and its subsidiaries to become a Guarantor simultaneously with the Good Time Acquisition, and promptly take such actions to create and perfect Liens on the assets of Good Time Enterprise and its subsidiaries to secure the Obligations as the Administrative Agent or the Required Lenders shall request, (b) if any Equity Interest in or Indebtedness of such subsidiary are owned by or on behalf of the Borrower or any Guarantor, the Borrower will cause such Equity Interests and promissory notes evidencing such

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Indebtedness to be pledged to the Administrative Agent and the Lenders simultaneously with the acquisition of such subsidiary (except that, if such subsidiary is a Foreign subsidiary, shares of common stock of such subsidiary to be pledged may be limited to 65% of the outstanding shares of common stock of such subsidiary), and (c) Borrower and each Guarantor will execute and deliver a Contribution and Indemnification Agreement.

     SECTION 7.13 Environmental Matters. The Borrower shall cause each Subsidiary to comply in all material respects with all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables contained in any Environmental Laws.

     SECTION 7.14 Further Assurances. The Borrower will, and will cause each Subsidiary to, execute and deliver such further agreements and instruments and take such further action as may be requested by the Administrative Agent to carry out the provisions and purposes of this Agreement and the other Loan Documents and to create, preserve, and perfect the Liens of the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in the Collateral.

ARTICLE VIII

Negative Covenants

     Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Administrative Agent, the Issuing Bank and the Lenders that:

     SECTION 8.01 Indebtedness. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, including without limitation Subordinated Debt, except:

	(a)		Indebtedness created hereunder;
	(b)		Indebtedness existing on the date hereof and set forth in Schedule 8.01, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date;
	(c)		Indebtedness of the Borrower to any Guarantor and of any Guarantor to the Borrower or any other Guarantor;
	(d)		Guarantees by the Borrower of Indebtedness (other than Guarantees in favor of Administrative Agent) of any Guarantor which when combined do not exceed $250,000 in the aggregate;
	(e)		Guarantees in favor of Administrative Agent;

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	(f)		Capital Lease Obligations (including those set forth in Schedule 8.01), provided that no Default exists or results therefrom;
	(g)		purchase money Indebtedness of the Borrower, Good Time Enterprise or any Subsidiary (including Indebtedness set forth in Schedule 8.01) representing the purchase price of Capital Expenditures, that is secured by the asset purchased, provided that no Default exists or results therefrom;
	(h)		Indebtedness referred to in the definition of Good Time Acquisition.
	(i)		Indebtedness of the Borrower, Good Time Enterprise or any Subsidiary incurred to finance the acquisitions permitted under Section 8.04(g) which is not secured by a Lien on the Collateral, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date;
	(j)		Hedging Agreements permitted by Section 8.05;
	(k)		Indebtedness from judgments that otherwise do not constitute a Default or Event of Default; and
	(l)		Indebtedness other than those listed in (a) through (k) above in the aggregate amount of $2,000,000 during the term of this Agreement.

Without in any way limiting the foregoing, no Subordinated Debt shall be permitted unless and until Required Lenders shall have consented to such Subordinated Debt and approved all documents and terms related thereto, which consent and approval may be granted or withheld in the sole and absolute discretion of Required Lenders.

     SECTION 8.02 Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset (including without limitation stock or other Equity Interests in any of the Subsidiaries) now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

	(a)		Permitted Encumbrances;
	(b)		any Lien that is set forth on Schedule 8.02 and exists as of the date hereof on any property or asset of the Borrower or any Subsidiary; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
	(c)		Liens securing Indebtedness permitted by clauses (f) and (g) of Section 8.01;
	(d)		Liens securing Indebtedness permitted by clauses (h) and (i) of Section 8.01 to the extent such Liens do not cover the Collateral; and

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(e)

Liens created under the Loan Documents.

     SECTION 8.03 Fundamental Changes.

	(a)		The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Subsidiary (and Good Time Enterprise and its subsidiaries upon consummation of the Good Time Acquisition) may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary that is not a Guarantor may merge into any wholly-owned Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary, (iii) any Guarantor may be dissolved, liquidated or merged into another Subsidiary, so long as such dissolution, liquidation or merger results in all assets of such Guarantor being owned by the Borrower or another Guarantor, and (iv) any Subsidiary that is not a Guarantor may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not disadvantageous to the Lenders and so long as such liquidation or dissolution results in all assets of such Subsidiary being owned by the Borrower or a wholly-owned Subsidiary.
	(b)		The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
	(c)		The Borrower will not, and will not permit any of its Subsidiaries to, change their respective fiscal years.

     SECTION 8.04 Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person or any assets of any other Person constituting a business unit or division, except:

	(a)		Permitted Investments;
	(b)		Equity Interests existing on the date hereof in the Subsidiaries;
	(c)		Equity Interests in Subsidiaries formed after the Effective Date provided that each such Subsidiary becomes a Guarantor and otherwise complies with the requirements of Section 7.11;

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	(d)		loans or advances made by the Borrower to any Guarantor and made by any Guarantor to the Borrower or any other Guarantor;
	(e)		accounts receivable for sales of inventory and other products and services provided by the Borrower and its Subsidiaries to their respective customers in the ordinary course of business of the Borrower and its Subsidiaries;
	(f)		the Good Time Acquisition provided that Good Time Enterprise, Good Time Holding and Good Time Stores each becomes a Guarantor and executes the Security Agreement; and
	(g)		Permitted Acquisitions
	(h)		Capital Expenditures.
	(i)		Guarantees constituting Indebtedness permitted by Section 8.01.

     SECTION 8.05 Hedging Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Hedging Agreement; provided, however, that Borrower and its Subsidiaries shall be permitted to enter into Hedging Agreements in the ordinary course of business with Administrative Agent or a third party acceptable to Administrative Agent to (i) hedge interest rate risk on the Loans, or (ii) hedge up to $500,000 in the aggregate of any other type of risk.

     SECTION 8.06 Restricted Payments; Certain Payments of Indebtedness.

	(a)		The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment or incur any obligation, (contingent or otherwise) to do so, except (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests in Borrower, (ii) Borrower may declare and pay dividends to any Guarantor (including, without limitation, Alon Interests), and (iii) Subsidiaries may declare and pay dividends to the Borrower or any Guarantor.
	(b)		The Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:

	(i)		payment of Indebtedness created under the Loan Documents;
	(ii)		refinancings of Indebtedness to the extent permitted by Section 8.01;

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	(iii)		payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, provided that such sale or transfer is otherwise permitted by this Agreement;
	(iv)		payment or prepayment of Capital Lease Obligations, so long as no Default is existing or would result therefrom; and
	(v)		payment when due of obligations under Hedging Agreements.

     SECTION 8.07 Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except as permitted in this Agreement and except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and the Guarantors not involving any other Affiliate, and (c) any Restricted Payment permitted by Section 8.06.

     SECTION 8.08 Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests in such Subsidiary or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 8.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

     SECTION 8.09 Disposition of Assets. Except as otherwise permitted in Section 8.03, the Borrower will not and will not permit any Subsidiary to sell, lease, assign, transfer, or otherwise dispose of any of their respective assets (including without limitation stock or other Equity Interests in any of the Subsidiaries or any of the voting rights of any such stock or other Equity Interests); provided, however, that the following dispositions shall be permitted so long as the Borrower and the Subsidiaries, as applicable, receive full, fair and reasonable consideration at the time of such disposition at least equal to the fair market value of such asset

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being disposed and the proceeds of such disposition are deposited in accounts of Borrower maintained at the offices of Administrative Agent:

	(a)		dispositions of inventory in the ordinary course of business of the Borrower and its Subsidiaries;
	(b)		non-exclusive licenses of intellectual property and leases and licenses of other property by the Borrower and its Subsidiaries to their respective customers in connection with providing products and services to such customers in the ordinary course of business of the Borrower and the Subsidiaries.
	(c)		sales, transfers and other dispositions to the Borrower or any wholly-owned Subsidiary that is a Guarantor;
	(d)		disposition of assets that are worn out, obsolete or no longer used or useful in the conduct of the business of the Borrower and the Subsidiaries in Borrower’s reasonable business judgment;
	(e)		disposition of up to 6 convenience stores during any fiscal year, the proceeds of which are applied to the Obligations;
	(f)		disposition of up to 10 convenience stores during any fiscal year, which are replaced by convenience stores of similar value within six (6) months after the disposition of such stores;
	(g)		disposition of any convenience stores during any fiscal year which are not owned by any entity which is a party to the Security Agreement, which are not subject to a Lien created under the Loan Documents or which are subject to a Lien permitted under Section 8.02 (b) and (c);
	(h)		other asset dispositions which do not exceed $1,000,000 in the aggregate during the term of this Agreement.

     SECTION 8.10 Sale and Leaseback. The Borrower will not enter into, and will not permit any Subsidiary to enter into, any arrangement with any Person pursuant to which it leases from such Person real or personal property that has been or is to be sold or transferred, directly or indirectly, by it to such Person; provided that the Borrower and the Subsidiaries will be permitted to enter into such arrangements involving sales of personal property not to exceed $500,000 in the aggregate during the term of this Agreement in connection with Capital Lease Obligations permitted by Section 8.01(e).

     SECTION 8.11 Accounting. The Borrower will not, and will not permit any of its Subsidiaries to, change its fiscal year or make any change (a) in accounting treatment or reporting practices, except as required by GAAP and disclosed to the Administrative Agent, or (b) in tax reporting treatment, except as required by law and disclosed to the Administrative Agent.

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     SECTION 8.12 Amendment of Material Documents. The Borrower will not, and will not permit any Subsidiary to, amend, modify or waive any of its rights or obligations under its certificate of incorporation, by-laws, other organizational documents or any documents evidencing or relating to any Indebtedness of the Borrower or any Subsidiary, unless such amendment, modification or waiver would not create a Material Adverse Effect. At any time any Subordinated Debt exists, the Borrower will not, and will not permit any Subsidiary to, amend, modify, or waive any of its rights or obligations under or any terms or provisions of any Subordinated Debt or any document evidencing, governing or otherwise relating to any Subordinated Debt.

     SECTION 8.13 Preferred Equity Interests. The Borrower will not, and will not permit any Subsidiary to, issue any preferred stock or other preferred Equity Interests.

     SECTION 8.14 Synthetic Repurchases. The Borrower will not, and will not permit any Subsidiary to, enter into, or be a party to, or make any payment under, any Synthetic Purchase Agreement.

ARTICLE IX

Financial Covenants

     Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Administrative Agent and the Lenders that:

     SECTION 9.01 Fixed Charge Coverage Ratio. The Borrower will as of the end of each of Borrower’s fiscal years maintain or cause to be maintained a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00; provided, however, that if Borrower fails to satisfy this requirement as of the end of any fiscal year, such failure shall not be an Event of Default if Alon USA shall have maintained a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 as of the end of same fiscal year.

ARTICLE X

Events of Default

     SECTION 10.01 Default. If any of the following Events of Default shall occur:

	(a)		the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise, and such failure shall continue for three (3) days;
	(b)		the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue for three (3) days;

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	(c)		any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been materially incorrect when made or deemed made;
	(d)		the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document and, only in respect of the covenants in Sections 7.03 through 7.14 of this Agreement, such failure shall continue unremedied for ten days;
	(e)		the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, and such failure is not waiver and continues beyond any applicable cure period;
	(f)		any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; and such occurrence is not waived and continues beyond any applicable grace period; provided that this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness provided that such sale or transfer is otherwise permitted by this Agreement;
	(g)		the Borrower, any of its Subsidiaries or any Guarantor (other than Alon USA and Alon Interests) shall fail to observe or perform any covenant, condition or agreement in respect of any Subordinated Debt, or any default or event of default shall occur under any document or agreement evidencing or relating to any such Subordinated Debt;
	(h)		an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

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	(i)		the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;
	(j)		the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;
	(k)		one or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 (net of judgment amounts to the extent covered by insurance) shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of time in excess of the period provided by applicable law for the filing of an appeal of such judgment or judgments or 30 consecutive days, whichever is shorter, during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;
	(l)		an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000;
	(m)		a Change in Control shall occur;
	(n)		a Material Adverse Effect shall occur;
	(o)		this Agreement or any other Loan Document shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by the Borrower or any Subsidiary or any of their respective shareholders, or the Borrower or any Guarantor shall deny that it has any further liability or obligation under any of the Loan Documents, or any Lien created by the Loan Documents shall for any reason cease to be a valid, first priority perfected security interest in and Lien upon any of the Collateral purported to be covered thereby, subject to any Liens permitted under Section 8.02 of this Agreement and except to the extent that any such loss of perfection or priority results from the failure of the Agent to maintain possession of certificates representing securities pledged under the Security Agreement;

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	(p)		$5,000,000 or more of any properties, revenues and/or assets of Borrower or any Subsidiary shall become subject to an order of forfeiture, seizure or divestiture and the same shall not have been discharged within 30 days from the date of entry thereof; or
	(q)		the Borrower, any of its Subsidiaries or any Guarantor shall make any payment on account of any Subordinated Debt, except (i) to the extent such payment is permitted by the terms of the subordination provisions applicable to such Subordinated Debt, or (ii) no Event of Default exists and such payment is made on an intercompany loan between any Guarantor and Borrower.

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby waived by the Borrower. In addition to the rights and remedies as set forth above, Administrative Agent may also require that Borrower and all Guarantors (other than Alon Interest and Alon USA) grant for the benefit of Administrative Agent and all Lenders (pursuant to a deed of trust in form and content satisfactory to Administrative Agent in its sole judgment), a Lien on all of the real estate interests of Borrower and all Guarantors (other than Alon Interest and Alon USA) to secure payment and performance of the Obligations. If any Event of Default shall occur and be continuing, the Administrative Agent may exercise all rights and remedies available to it in law or in equity, under the Loan Documents, or otherwise, including, without limitation, the right to foreclose or otherwise enforce any Lien granted to the Administrative Agent for the benefit of itself and the Lenders to secure payment and performance of the Obligations.

     SECTION 10.02 Performance by the Administrative Agent. If the Borrower shall fail to perform any covenant or agreement contained in any of the Loan Documents, the Administrative Agent may perform or attempt to perform such covenant or agreement on behalf of the Borrower. In such event, the Borrower shall, at the request of the Administrative Agent, promptly pay any amount expended by the Administrative Agent in connection with such performance or attempted performance to the Administrative Agent, together with interest thereon at the Maximum Rate from and including the date of such expenditure to but excluding

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the date such expenditure is paid in full. Notwithstanding the foregoing, it is expressly agreed that neither the Administrative Agent nor any Lender shall not have any liability or responsibility for the performance of any obligation of the Borrower under this Agreement or any other Loan Document.

ARTICLE XI

The Administrative Agent

     Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are incidental thereto.

     The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

     The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article VI or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

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     The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

     The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more subagents appointed by the Administrative Agent. The Administrative Agent and any such subagent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such subagent and to the Related Parties of the Administrative Agent and any such subagent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

     Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of Borrower (which consent shall not be unreasonably withheld, and shall not be required if any Default exists), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, after consulting with the Lenders and the Issuing Bank appoint a successor Administrative Agent which shall be a bank with an office in Dallas, Texas, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 12.03 shall continue in effect for the benefit of such retiring Administrative Agent, its subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

     Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not

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taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

ARTICLE XII

Miscellaneous

     SECTION 12.01 Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a)

if to the Borrower, to it at:

413 A North Grant
Odessa, Texas 79761
Attention of David Erlich
Telecopy No. (432)  ###-###-####

With a copy to:
7616 LBJ Frwy
Suite 300
Dallas, Texas 75251
Attn: Michael Oster
Telecopy No. (972)  ###-###-####

(b)

if to the Administrative Agent and for any Borrowing Requests, to:

Wachovia Bank, National Association
5080 Spectrum Drive
Suite 500 East
Addison, Texas 75001
Attention of Clint Bryant
(Telecopy No. (972)  ###-###-####

	(c)		if to the Issuing Bank, to it at the same address as set forth above in 12.01(b); and
	(d)		if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

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     SECTION 12.02 Waivers; Amendments.

	(a)		No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by the Borrower or any Subsidiary therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.
	(b)		Neither this Agreement nor any other Loan Document nor any provision hereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the other parties thereto; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender, (iv) change Section 2.13(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) reduce the Commitment of any Lender without the written consent of each Lender, (vi) release any Guarantor without the written consent of each Lender, except in connection with dispositions, mergers or dissolutions expressly permitted by this Agreement, (vii) release all or any substantial part of the Collateral from the Liens of the Loan Documents, without the written consent of each Lender, except in connection with dispositions, mergers or dissolutions permitted by this Agreement, or (viii) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or

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modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder without the prior written consent of the Administrative Agent or the Issuing Bank, as the case may be.

     SECTION 12.03 Expenses; Indemnity; Damage Waiver.

	(a)		The Borrower shall pay (i) all out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement, the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank, and, after an Event of Default, any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, (iv) all transfer, stamp, documentary, or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement or any of the other Loan Documents, (v) all costs, out-of-pocket expenses, assessments and other charges incurred in connection with any filing, registration, recording, or perfection of any security interest or Lien contemplated by this Agreement or any other Loan Document, and (vi) all other reasonable costs and out-of-pocket expenses incurred by the Administrative Agent in connection with this Agreement, any other Loan Document or the Collateral, including without limitation costs, fees, expenses and other charges incurred in connection with performing or obtaining any audit or appraisal in respect of the Collateral or for any surveys, environmental assessments, title insurance, filing fees, recording costs and lien searches provided for herein; provided, however, that, unless there is an Event of Default, Administrative Agent agrees that it will only require reimbursement under this clause (vi) for one (1) such audit or appraisal of the Collateral per calendar year.
	(b)		THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES,

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			LIABILITIES AND RELATED EXPENSES (OTHER THAN EXPENSES ADDRESSED UNDER SECTION 12.03(a) OF THIS AGREEMENT), INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; PROVIDED THAT ALTHOUGH EACH INDEMNITEE SHALL BE INDEMNIFIED FOR SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES ARISING FROM ITS OWN ORDINARY NEGLIGENCE, SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.
			EXPRESS INDEMNITY FOR NEGLIGENCE:
			PURSUANT TO THIS SECTION 12.03(b), THE BORROWER INDEMNIFIES EACH INDEMNITEE FOR LOSSES, CLAIMS, LIABILITIES AND EXPENSES ARISING FROM ANY INDEMNITEE’S OWN ORDINARY NEGLIGENCE.

(c)

To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Bank such Lender’s Applicable Percentage (determined as of the time that

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the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such.

	(d)		To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.
	(e)		All amounts due under this Section shall be payable upon written demand therefor.

     SECTION 12.04 Successors and Assigns.

	(a)		The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
	(b)		(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

	(A)		the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Default has occurred and is continuing, any other assignee; and
	(B)		the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of (x)

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any Revolving Credit Commitment to an assignee that is a Lender with a Revolving Credit Commitment immediately prior to giving effect to such assignment or (y) all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund.

(ii)

Assignments shall be subject to the following additional conditions:

	(A)		except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if a Default has occurred and is continuing;
	(B)		each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;
	(C)		the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and
	(D)		the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

			For the purposes of this Section 12.04(b), the term “Approved Fund” has the following means:
			“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii)

Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the

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extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 3.01, 3.05 and 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

	(iv)		The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any time and from time to time upon prior notice.
	(v)		Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Each assigning Lender shall surrender any Revolving Credit Note and Term Note subject to such assignment, and the Borrower shall execute and deliver to the Administrative Agent in exchange for the surrendered Notes a new Revolving Credit Note payable to the order of the assignee in an amount equal to the Revolving Credit Commitment assumed by such assignee pursuant to such Assignment and Assumption and a new Term Note payable to the order of the assignee in an amount equal to the outstanding Term Loans assigned to such assignee pursuant to such Assignment and Assumption and, if the assigning Lender has retained a Revolving Credit Commitment and any Term Loans, a new Revolving Credit Note payable to the order of the assigning Lender in an amount equal to the Revolving Credit Commitment retained by it

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hereunder and a new Term Note in an amount equal to the Term Loans retained by it hereunder. Such new Notes shall be in an aggregate face amount of the surrendered Note, shall be dated the effective date of such Assignment and Assumption, and shall otherwise be in substantially the form of Exhibit “A” hereto and shall each constitute a “Note” for purposes of the Loan Documents.

	(c)		(i) Any Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 12.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 3.01 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13(c) as though it were a Lender.
			(ii) A Participant shall not be entitled to receive any greater payment under Section 2.12 or 3.01 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.12 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.12(e) as though it were a Lender.

(d)

Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest

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shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

     SECTION 12.05 Survival. All covenants, agreements, representations and warranties made by the Borrower and the Subsidiaries in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 3.01, 3.05 and 12.03 and Article XI shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

     SECTION 12.06 Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Section 6.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

     SECTION 12.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

     SECTION 12.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any and all of the Obligations, irrespective of whether or not any demand shall have been made under this Agreement and although such Obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

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     SECTION 12.09 GOVERNING LAW; VENUE; SERVICE OF PROCESS. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS AGREEMENT HAS BEEN ENTERED INTO IN DALLAS COUNTY, TEXAS, AND IT SHALL BE PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS. ANY ACTION OR PROCEEDING AGAINST THE BORROWER UNDER OR IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN DALLAS COUNTY, TEXAS. THE BORROWER HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS, AND (B) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. THE BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED OR DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 12.01. NOTHING HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR WITH RESPECT TO ANY OF ITS RESPECTIVE PROPERTY IN COURTS IN OTHER JURISDICTIONS. ANY ACTION OR PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER SHALL BE BROUGHT ONLY IN A COURT LOCATED IN DALLAS COUNTY, TEXAS.

     SECTION 12.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     SECTION 12.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

     SECTION 12.12 Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’

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directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any actual or prospective assignee of or Participant in any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

     SECTION 12.13 Maximum Interest Rate. No provision of this Agreement or of any other Loan Document shall require the payment or the collection of interest in excess of the maximum amount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Lender ever receives, collects, or applies as interest any such sum, such amount which would be in excess of the maximum amount permitted by applicable law shall be applied as a payment and reduction of the principal of the indebtedness evidenced by the Notes; and, if the principal of the Notes has been paid in full, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable exceeds the Maximum Rate, the Borrower and each Lender shall, to the extent permitted by applicable law, (a) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the entire contemplated term of the indebtedness evidenced by the Notes so that interest for the entire term does not exceed the Maximum Rate.

     SECTION 12.14 Non-Application of Chapter 346 of Texas Finance Code. The provisions of Chapter 346 of the Texas Finance Code are specifically declared by the parties

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hereto not to be applicable to this Agreement or any of the other Loan Documents or to the transactions contemplated hereby.

     SECTION 12.15 NO ORAL AGREEMENTS. THIS AGREEMENT, THE NOTES, ANY SEPARATE LETTER AGREEMENTS WITH RESPECT TO FEES PAYABLE TO THE ADMINISTRATIVE AGENT, AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.

     SECTION 12.16 No Fiduciary Relationship. The relationship between the Borrower and each Lender with respect to the Loan Documents and the Transactions is solely that of debtor and creditor, and neither the Administrative Agent nor any Lender has any fiduciary or other special relationship with the Borrower with respect to the Loan Documents and the Transactions, and no term or condition of any of the Loan Documents shall be construed so as to deem the relationship between the Borrower and any Lender with respect to the Loan Documents and the Transactions to be other than that of debtor and creditor.

     SECTION 12.17 Construction. The Borrower, the Administrative Agent and each Lender acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan Documents shall be construed as if jointly drafted by the parties hereto.

[Remainder of this page intentionally blank. Signature pages follow.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

SOUTHWEST CONVENIENCE STORES, LLC
By:		/s/ Jeff D. Morris
		Name:		Jeff D. Morris
		Title:		Chairman
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender, as Issuing Bank and as Administrative Agent
By:		/s/ Clint Bryant
		Name:		Clint Bryant
		Title:		Vice President

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