FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALON USA PARTNERS, LPAlon USA Partners, LP • November 26th, 2012 • Petroleum refining • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALON USA PARTNERS, LP dated as of November 26, 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:
OMNIBUS AGREEMENT among ALON USA ENERGY, INC. ALON ASSETS, INC. ALON USA PARTNERS GP, LLC and ALON USA PARTNERS, LPOmnibus Agreement • November 26th, 2012 • Alon USA Partners, LP • Petroleum refining • Delaware
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of November 26, 2012 among Alon USA Energy, Inc., a Delaware corporation (“Alon USA”), Alon Assets, Inc., a Delaware corporation (“Alon Assets”), Alon USA Partners, LP, a Delaware limited partnership (the “Partnership”), and Alon USA Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
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 • November 26th, 2012 • Alon USA Partners, LP • Petroleum refining
This Contribution, Conveyance and Assumption Agreement, dated as of November 26, 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.
