FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALON USA PARTNERS, LPLimited Partnership Agreement • October 31st, 2012 • Alon USA Partners, LP • Petroleum refining • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALON USA PARTNERS, LP dated as of , 2012, is entered into by and between Alon USA Partners GP, LLC, a Delaware limited liability company, as the General Partner, and Alon Assets, Inc., a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FORM OF ALON USA PARTNERS, LP RESTRICTED UNIT AGREEMENT (Director Agreement)Restricted Unit Agreement • October 31st, 2012 • Alon USA Partners, LP • Petroleum refining • Delaware
This Restricted Unit Agreement (this “Agreement”) is made as of , 2012 between Alon USA Partners, LP, a Delaware limited partnership (the “Partnership”), and the Director pursuant to the terms and conditions of the Alon USA Partners, LP 2012 Long Term Incentive Plan (the “Plan”). The Director acknowledges receipt of a copy of the Plan, and agrees that the terms and provisions of the Plan, including any future amendments thereto, shall be deemed a part of this Agreement as if fully set forth herein. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among ALON ASSETS INC. ALON USA PARTNERS GP, LLC ALON USA PARTNERS, LP ALON USA ENERGY, INC. ALON USA REFINING, LLC ALON USA OPERATING, INC. ALON USA, LP and ALON USA GP, LLC Dated as of...Contribution, Conveyance and Assumption Agreement • October 31st, 2012 • Alon USA Partners, LP • Petroleum refining
This Contribution, Conveyance and Assumption Agreement, dated as of , 2012 (this “Agreement”), is by and among Alon USA Partners, LP, a Delaware limited partnership (the “Partnership”), Alon USA Partners GP, LLC, a Delaware limited liability company (the “General Partner”), Alon Assets, Inc., a Delaware corporation (“Alon Assets”), Alon USA Energy, Inc., a Delaware corporation (“Alon Energy”), Alon USA Refining, LLC, a Delaware limited liability company, Alon USA Operating, Inc., a Delaware corporation (“Alon Operating”), Alon USA, LP, a Texas limited partnership (“Alon USA, LP”), and Alon USA GP, LLC, a Delaware limited liability company (“Alon USA GP, LLC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
