0001325955-12-000010 Sample Contracts

SUPPLY AND OFFTAKE AGREEMENT dated as of February 28, 2012 between J. ARON & COMPANY and
Supply and Offtake Agreement • March 13th, 2012 • Alon USA Energy, Inc. • Petroleum refining • New York

This Supply and Offtake Agreement (this “Agreement”) is made as of February 28, 2012 (the “Effective Date”), between J. Aron & Company (“Aron”), a general partnership organized under the laws of New York and located at 200 West Street, New York, New York 10282-2198, and Paramount Petroleum Corporation (the “Company”), organized under the laws of Delaware located at 14700 Downey Avenue, Paramount, California 90723 (each referred to individually as a “Party” or collectively as the “Parties”).

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AGREEMENT OF PRINCIPLES OF EMPLOYMENT
Agreement of Principles of Employment • March 13th, 2012 • Alon USA Energy, Inc. • Petroleum refining

WHEREAS, Mr. Wiessman and Alon Israel Oil Company Ltd. (“Alon Israel”) have entered into an Agreement of Principles of Employment dated June 19, 2005 (the “Alon Israel Employment Agreement”);

SERIES B CONVERTIBLE PREFERRED STOCK AGREEMENT
Series B Convertible Preferred Stock Agreement • March 13th, 2012 • Alon USA Energy, Inc. • Petroleum refining • Texas

THIS SERIES B CONVERTIBLE PREFERRED STOCK AGREEMENT (this “Agreement”) is made as of the ____th day of ________, 201__ by and between Alon USA Energy, Inc., a Delaware corporation (the “Company”), Alon Brands, Inc., a Delaware corporation (“Alon Brands”) and ____________________, a _________________ formed under the laws of __________________ (the “Investor”).

AMENDMENT TO SHAREHOLDER AGREEMENTS OPTION SHARES
Shareholder Agreements • March 13th, 2012 • Alon USA Energy, Inc. • Petroleum refining

This Amendment to Shareholder Agreements - Option Shares (this “Amendment”) is made as of October 3, 2011 between Alon Assets, Inc., a Delaware corporation and Alon USA Operating, Inc., a Delaware corporation (each a “Company” and collectively, the “Companies”), Alon USA Energy, Inc., a Delaware corporation (“Alon Energy”) and Joseph A. Concienne (the “Shareholder”).

TENTH AMENDMENT TO AMENDED REVOLVING CREDIT AGREEMENT
Amended Revolving Credit Agreement • March 13th, 2012 • Alon USA Energy, Inc. • Petroleum refining • New York

TENTH AMENDMENT, dated as of March 6, 2012 (this "Agreement"), is entered into by and among Alon USA Energy, Inc., a Delaware corporation (the "Parent"), Alon USA, LP, f/k/a SWBU, L.P., a Texas limited partnership ("Alon LP"; together with such other subsidiaries of the Parent as may be designated as a borrower under the Credit Agreement by Alon LP with the prior written consent of the Agent (as defined below) and the Required Lenders (as defined in the Credit Agreement), each individually a "Borrower", and, collectively, the "Borrowers"), all direct and indirect subsidiaries of the Parent other than the Excluded Subsidiaries (as defined in the Credit Agreement) (the Parent and such direct and indirect subsidiaries that are not Excluded Subsidiaries are hereinafter referred to individually as a "Guarantor Company" and, collectively, as the "Guarantor Companies"), the Lenders (as defined below), Israel Discount Bank of New York, as administrative agent, co-arranger and collateral agent

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