Alon USA Partners, LP (Form: 8-K, Received: 11/26/2012 17:30:39)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 19, 2012

Alon USA Partners, LP

(Exact name of Registrant as Specified in Charter)

Delaware

001-35742

46-0810241

(State or Other Jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

12700 Park Central Dr., Suite 1600

Dallas, TX 75251

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (972) 367-3600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

Underwriting Agreement

On November 19, 2012, Alon USA Partners, LP, a Delaware limited partnership (the “Partnership”), entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Partnership, Alon USA Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Alon USA Energy, Inc. a Delaware corporation (“Alon Energy”), Alon USA GP, LLC, a Delaware limited liability company (“Alon USA GP”), Alon Assets, Inc., a Delaware corporation and the sole member of the General Partner (“Alon Assets” and, together with the Partnership, the General Partner, Alon Energy and Alon USA GP, the “Alon Parties”) and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the “Underwriters”), providing for the offer and sale (the “Offering”) by the Partnership, and purchase by the Underwriters, of 10,000,000 common units representing limited partner interests (the “Firm Units”) at a price to the public of $16.00 per Common Unit ($14.88 per Common Unit, net of underwriting discounts). On November 20, 2012, the Underwriters notified the Partnership of their election to exercise their over-allotment option in full, pursuant to the terms of the Underwriting Agreement, for 1,500,000 Common Units (the “Option Units,” and, together with the Firm Units, the “Offered Units”). The material terms of the Offering are described in the prospectus, dated November 19, 2012 (the “Prospectus”), filed by the Partnership with the Securities and Exchange Commission (the “Commission”) on November 21, 2012 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-1, as amended (File No. 333-183671), initially filed by the Partnership on August 31, 2012.

The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Alon Parties have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The Offering of the Offered Units closed November 26, 2012, and the Partnership received proceeds (net of underwriting discounts) from the Offering of approximately $171.1 million. The Partnership used the net proceeds from the Offering to repay approximately $171.1 million of principal and accrued interest relating to intercompany debt payable by the Partnership’s subsidiaries to Alon Energy and its affiliates. In addition, Alon Energy paid approximately $2.0 million of offering expenses on behalf of the Partnership.

The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Contribution Agreement

The description of the Contribution Agreement provided below under Item 2.01 is incorporated in this Item 1.01 by reference. A copy of the Contribution Agreement is attached as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

Long-Term Incentive Plan

The description of the Long-Term Incentive Plan provided below under Item 5.02 (and as defined therein) is incorporated in this Item 1.01 by reference. A copy of the Long-Term Incentive Plan is attached as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

Omnibus Agreement

On November 26, 2012, in connection with the closing of the Offering, the Partnership entered into an Omnibus Agreement (the “Omnibus Agreement”) by and among the Partnership, the General Partner, Alon Energy and Alon Assets.

Pursuant to the Omnibus Agreement, Alon Energy will indemnify the Partnership for certain liabilities relating to:

•

the failure to convey good and indefeasible title to the assets contributed to the Partnership, and such failure renders the Partnership unable to use or operate such assets;

•

failure of the Partnership to be the owner of valid and indefeasible easement rights, rights-of-way, leasehold and/or fee ownership interest in and to the lands on which the contributed assets are located;

•

failure of the Partnership to be the owner of valid title to 100% of the equity interest of Alon USA, LP and Alon USA Refining, LLC;

•

failure of the Partnership to have any consent or governmental approval that inhibits Partnership’s ability to to use or operate the contributed assets; and

•

all federal, state and local income tax liabilities attributable to the ownership and operation of the contributed assets prior to the closing of the Offering.

The indemnification obligations described above terminate on the third anniversary of the closing of the Offering, except for the indemnification regarding federal, state and local income tax liabilities, which shall survive until sixty (60) days after the termination of any applicable statute of limitations.

The Omnibus Agreement also grants the Partnership, for so long as Alon Energy or its controlled affiliates, individually or as part of a group, control the General Partner, a right of first refusal to acquire an interest in any refinery and related crude oil and refined product logistic assets, including non-retail transportation terminal sales, that operate in Arizona, Arkansas, Colorado, Kansas, New Mexico, Oklahoma or Texas, either before Alon Energy or its controlled affiliates or promptly thereafter, subject to certain exceptions. In addition, the Partnership was granted a 60-day exclusive right of negotiation if Alon Energy or any of its controlled affiliates decide to attempt to sell any refinery and related crude oil and refined product logistic assets, including non-retail transportation terminal sales, that operate in Arizona, Arkansas, Colorado, Kansas, New Mexico, Oklahoma or Texas.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Omnibus Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated in this Item 1.01 by reference.

Services Agreement

On November 26, 2012, in connection with the closing of the Offering, the Partnership entered into a Services Agreement (the “Services Agreement”) by and among the Partnership, the General Partner and Alon Energy.

The Services Agreement addresses certain aspects of the Partnership’s relationship with the General Partner, and Alon Energy, including:

•

the provision by Alon Energy or its service subsidiary to the Partnership of certain general and administrative services and its agreement to reimburse Alon Energy for such services; and

•

the provision by Alon Energy or its service subsidiary to the Partnership of such employees as may be necessary to operate and manage the Partnership’s business, and its agreement to reimburse Alon Energy for the expenses associated with such employees.

Pursuant to the Services Agreement, the Partnership will reimburse Alon Energy or its service subsidiary for (i) all reasonable direct and indirect costs and expenses incurred by it in connection with the performance of these services and (ii) all other reasonable expenses allocable to the Partnership or the General Partner or otherwise incurred by Alon Energy in connection with the operation of the Partnership’s business.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Services Agreement, which is filed as Exhibit 10.2 to this Form 8-K and incorporated in this Item 1.01 by reference.

Tax Sharing Agreement

On November 26, 2012, in connection with the closing of the Offering, the Partnership entered into a Tax Sharing Agreement (the “Tax Sharing Agreement”) by and among the Partnership and Alon Energy, pursuant to which the Partnership will reimburse Alon Energy for the Partnership’s share of state and local income and other taxes borne by Alon Energy as a result of the Partnership’s results being included in a combined or consolidated tax return filed by Alon Energy with respect to taxable periods including or beginning on the closing date of the Offering.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Tax Sharing Agreement, which is filed as Exhibit 10.3 to this Form 8-K and incorporated in this Item 1.01 by reference.

Fuel Supply Agreement

On November 26, 2012, in connection with the closing of the Offering, the Partnership entered into a 20-year fuel supply agreement (the “Fuel Supply Agreement”) with Southwest Convenience Stores, LLC (“Southwest”), a subsidiary of Alon Energy, under which the Partnership will supply substantially all of the motor fuel requirements of Alon Energy’s retail convenience stores.

Pursuant to the Fuel Supply Agreement, the volume of motor fuels sold will be determined monthly based upon Southwest’s estimated requirements. Southwest shall purchase such motor fuels at a price equal to the price per unit in effect at the time of delivery less applicable terminal discounts (as provided in the Fuel Supply Agreement) plus all applicable freight, taxes, pipeline tariff and delivery place differentials.

The Fuel Supply Agreement additionally provides for (i) Southwest’s mandatory participation in the Partnership’s credit card payment network, (ii) Southwest’s use of the “Alon” name and related marks in connection with the use of the credit card payment network and the resale of the motor fuels purchased pursuant to the Fuel Supply Agreement, and (iii) marketing services for the benefit of Southwest (at an additional cost). The Fuel Supply Agreement allows for Southwest’s resale of the motor fuels purchased thereunder to unaffiliated permitted distributors, as defined therein. All permitted distributors are required to participate in the credit card payment network pursuant to the terms of their applicable Alon payment card program dealer agreements.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Fuel Supply Agreement, which is filed as Exhibit 10.4 to this Form 8-K and incorporated in this Item 1.01 by reference.

Asphalt Supply Agreement

On November 26, 2012, in connection with the closing of the Offering, the Partnership entered into a 20-year asphalt supply agreement (the “Asphalt Supply Agreement”) with Paramount Petroleum Corporation (“Paramount”), a subsidiary of Alon Energy, under which Paramount will purchase all of the asphalt produced by the Partnership. The volume of asphalt sold pursuant to the Asphalt Supply Agreement will be based upon actual production, but the Partnership will provide good faith non-binding forecasts of its monthly production estimates for the upcoming contract year upon the effective date of the Asphalt Supply Agreement and on each anniversary thereafter. On or before the 20th day of each calendar month, Paramount will provide nominations by week for each product for the following month stating volumes and delivery points.

Prices for all products sold pursuant to the Asphalt Supply Agreement will be equal to the three day average price for such product, determined by reference to the value derived from the pricing formula set forth in the Asphalt Supply Agreement for such product on the day of delivery or lifting and for the two business days prior to the date of delivery or lifting. For products having a contract term exceeding one year, the parties will meet any time after the expiration of six months from the effective date of the Asphalt Supply Agreement to reexamine the price for such product.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Asphalt Supply Agreement, which is filed as Exhibit 10.5 to this Form 8-K and incorporated in this Item 1.01 by reference.

Relationships

Each of the General Partner and Alon Assets is a direct or indirect wholly owned subsidiary of Alon Energy. As a result, certain individuals, including officers and directors of Alon Assets and the General Partner, serve as officers and/or directors of more than one of such other entities.

Certain of the Underwriters and their affiliates have engaged, and may in the future engage, in commercial banking, investment banking and advisory services for us, Alon Energy and our respective affiliates from time to time in the ordinary course of their business for which they have received customary fees and reimbursement of expenses. Certain of the Underwriters or their affiliates have performed or will perform commercial banking, investment banking and advisory services for Alon Energy, for which they have received or will receive customary fees and reimbursement or expenses.

As more fully described in the section “Certain Relationships and Related Party Transactions” of the Prospectus, which is incorporated herein by reference, Alon Energy indirectly owns and controls the General Partner and owns, through a wholly owned subsidiary, an aggregate of 51,000,000 Common Units in the Partnership. In addition, the General Partner owns a non-economic general partner interest in the Partnership.

Item 2.01

Completion of Acquisition or Disposition of Assets.

Contribution Agreement

On November 26, 2012, in connection with the closing of the Offering, the following transactions, among others, occurred pursuant to the Contribution, Conveyance and Assumption Agreement by and among the General Partner, the Partnership, Alon Energy, Alon Assets, Alon Refining, Alon Operating, Alon USA LP and Alon USA GP (the “Contribution Agreement”) (terms used herein but not defined have the meaning given to them in the Contribution Agreement):

•

Alon USA GP distributed all of the interests in Alon USA GP II to Alon Assets.

•

Alon Assets contributed 100% of the member interests in each of Alon USA Delaware, Alon USA GP II, LLC and Alon Refining to the Partnership in exchange for 51,000,000 Common Units.

•

The Partnership and all of its subsidiaries assigned their remaining intercompany receivables to Alon Assets, and Alon Assets assumed liability for all of the remaining intercompany payables of the Partnership and all of its subsidiaries, other than the IPO Repayment Obligations.

•

Alon Energy executed and delivered the Promissory Note as consideration for Alon Assets’ assumption of the MLP Tranche of the New Term Loan Facility.

•

The Partnership assumed the MLP Tranche of the New Term Loan Facility from Alon Assets.

•

The Underwriters contributed $171.1 million in cash, in exchange for 11,500,000 Common Units.

•

The Partnership repaid approximately $171.1 million of its intercompany liabilities, and Alon Energy paid, on behalf of the Partnership, approximately $2.0 million of offering expenses.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated in this Item 2.01 by reference.

Relationships

The description of the relationships among the Partnership, the General Partner and Alon Energy are provided above under Item 1.01 is incorporated in this Item 2.01 by reference.

Item 3.02

Unregistered Sales of Equity Securities

The description in Item 2.01 above of the issuance by the Partnership of Common Units to Alon Assets on November 26, 2012 in connection with the consummation of the transactions contemplated by the Contribution Agreement is incorporated herein by reference. The foregoing transaction was undertaken in reliance upon the exemption from the registration requirements of the Securities Act by Section 4(2) thereof. The Partnership believes that exemptions other than the foregoing exemption may exist for this transaction.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors

On November 19, 2012, in connection with the effectiveness of the Partnership’s Registration Statement, Itzhak Bader, Boaz Biran, Eitan Raff, Mordehay Ventura and Snir Weissman, were appointed to the board of directors of the General Partner (the “Board”). Eitan Raff was also appointed to serve on the Board’s audit committee.

Resignation of Director

On November 19, 2012, in connection with the effectiveness of the Partnership’s Registration Statement, Shai Even stepped down as a director of the Board. Mr. Even is currently serving as Senior Vice President and Chief Financial Officer of the General Partner.

Long-Term Incentive Plan

On November 26, 2012, the Board of Directors of the General Partner adopted the Alon USA Partners, LP Long-Term Incentive Plan (the “LTIP”) for the employees, consultants and the directors of the Partnership, the General Partner and the General Partner’s affiliates who perform services for the Partnership. The LTIP consists of (1) unit options, (2) unit appreciation rights, (3) restricted units, (4) phantom units , (5) unit awards, (6) substitute awards, (7) other unit-based awards, (8) cash awards, (9) performance awards, and (10) distribution equivalent rights (collectively, “Awards”). The maximum aggregate number of shares of Common Units that may be issued pursuant to any and all Awards under the LTIP shall not exceed 3,125,000 units, subject to adjustment due to recapitalization or reorganization, or related to forfeitures or the expiration of Awards, as provided under the LTIP. Common Units withheld to satisfy exercise prices or tax withholding obligations are available for delivery pursuant to other awards. The LTIP will be administered by the board of directors of the General Partner or an alternative committee appointed by the board of directors of the General Partner.

The foregoing description of the LTIP is not complete and is qualified in its entirety by reference to the full text of the LTIP, which is filed as Exhibit 10.7 to this Form 8-K and is incorporated into this Item 5.02 by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

First Amended and Restated Agreement of Limited Partnership of Alon USA Partners, LP

On November 26, 2012, in connection with the closing of the Offering, the Partnership amended and restated its Agreement of Limited Partnership (as amended and restated, the “Partnership Agreement”). A description of the Partnership Agreement is contained in the section of the Prospectus entitled “The Partnership Agreement” and is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Partnership Agreement, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

Item 9.01

Exhibits

(d)

Exhibits


Exhibit Number		Description

1.1		Underwriting Agreement by and among Alon USA Partners, LP, Alon USA Partners GP, LLC, Alon Assets, Inc., Alon USA GP, LLC and Alon USA Energy, Inc. and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein, dated November 19, 2012.

3.1		First Amended and Restated Agreement of Limited Partnership of Alon USA Partners, LP, dated November 26, 2012.

10.1		Omnibus Agreement by and among Alon USA Partners, LP, Alon USA Partners GP, LLC, Alon Assets, Inc. and Alon Energy, Inc., dated November 26, 2012.

10.2		Services Agreement by and among Alon USA Partners, LP, Alon USA Partners GP, LLC by and Alon Energy, Inc., dated November 26, 2012.

10.3		Tax Sharing Agreement by and among Alon USA Partners, LP and Alon USA Energy, Inc., dated November 26, 2012.

10.4		Distributor Sales Agreement by and among Along USA Partners, LP and Southwest Convenience Stores, LLC, dated November 26, 2012.

10.5		Offtake Agreement by and among Alon USA, LP and Paramount Petroleum Corporation, dated November 26, 2012.

10.6		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 November 26, 2012.

10.7		Alon USA Partners, LP 2012 Long-Term Incentive Plan, adopted as of November 26, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Alon USA Partners, LP

By:		Alon USA Partners GP, LLC, its general partner

By:		/s/ Shai Even
		Name: Shai Even
		Title: Senior Vice President, Chief Financial Officer

Date: November 26, 2012

EXHIBIT INDEX


Exhibit Number		Description

1.1		Underwriting Agreement by and among Alon USA Partners, LP, Alon USA Partners GP, LLC, Alon Assets, Inc., Alon USA GP, LLC and Alon USA Energy, Inc. and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein, dated November 19, 2012.

3.1		First Amended and Restated Agreement of Limited Partnership of Alon USA Partners, LP, dated November 26, 2012.

10.1		Omnibus Agreement by and among Alon USA Partners, LP, Alon USA Partners GP, LLC, Alon Assets, Inc. and Alon Energy, Inc., dated November 26, 2012.

10.2		Services Agreement by and among Alon USA Partners, LP, Alon USA Partners GP, LLC by and Alon Energy, Inc., dated November 26, 2012.

10.3		Tax Sharing Agreement by and among Alon USA Partners, LP and Alon USA Energy, Inc., dated November 26, 2012.

10.4		Distributor Sales Agreement by and among Along USA Partners, LP and Southwest Convenience Stores, LLC, dated November 26, 2012.

10.5		Offtake Agreement by and among Alon USA, LP and Paramount Petroleum Corporation, dated November 26, 2012.

10.6		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 November 26, 2012.

10.7		Alon USA Partners, LP 2012 Long-Term Incentive Plan, adopted as of November 26, 2012.

Exhibit 1.1

Alon USA Partners, LP

Common Units

Underwriting Agreement

November 19, 2012

Goldman, Sachs & Co.

Credit Suisse Securities (USA) LLC

Citigroup Global Markets Inc.

As representatives of the several Underwriters

named in Schedule I hereto

c/o Goldman, Sachs & Co.

200 West Street

New York, New York 10282-2198

Ladies and Gentlemen:

Alon USA Partners, LP, a Delaware limited partnership (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (the “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”) an aggregate of 10,000,000 common units (the “Firm LP Units”) representing limited partner interests in the Company (the “Common Units”), and, at the election of the Underwriters, up to 1,500,000 additional Common Units (the “Optional LP Units”). The Firm LP Units and the Optional LP Units that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the “LP Units.”

The Company, Alon USA Energy Inc., a Delaware corporation (“Alon Energy”), Alon Assets, Inc., a Delaware corporation (“Alon Assets”), Alon USA Partners GP, LLC, a Delaware limited liability company and the general partner of the Company (the “General Partner”), and Alon USA GP, LLC, a Delaware limited liability company (“Alon USA GP”) hereby confirm their agreement with the several Underwriters as set forth below. The Company, Alon Energy, Alon Assets, Alon USA GP and the General Partner are collectively referred to herein as the “Alon Parties” and each individually as an “Alon Party.” The Company, Alon USA Delaware, LLC, a Delaware limited liability company and, following the completion of the transactions contemplated by the Contribution Agreement (as defined below), a wholly owned subsidiary of the Company (“Alon USA Delaware”), Alon USA GP II, LLC, a Delaware limited liability company and following the completion of the transactions contemplated by the Contribution Agreement, a wholly owned subsidiary of the Company (“Alon USA GP II”), Alon USA Refining, LLC, a Delaware limited liability company and, following the completion of the transactions contemplated by the Contribution Agreement, a wholly owned subsidiary of the Company (“Alon USA Refining”), and Alon USA, LP, a Texas limited partnership and, following the completion of the transactions contemplated by the Contribution Agreement, an indirect wholly owned subsidiary of the Company (“Alon USA LP”), and the General Partner are collectively referred to herein as the “Partnership Entities” and each individually as a “Partnership Entity.”

It is further understood and agreed to by all parties that on or prior to the date hereof:

(a) Alon Assets directly owns a 100% membership interest in the General Partner;

(b) Alon Assets and the General Partner directly own a 100% limited partner interest and a non-economic general partner interest, respectively, in the Company; and

(c) Pursuant to the Pre-IPO Reorganization Agreement, Alon Assets and certain other subsidiaries of Alon Energy, engaged in a series of reorganizational transactions pursuant to which Alon Assets holds, through one or more of its wholly owned subsidiaries, the Big Spring refinery and related assets.

It is further understood and agreed to by all parties that on the date hereof or upon the First Time of Delivery (as defined in Section 4 hereof):

(a) pursuant to a contribution, conveyance and assumption agreement, by and among Alon Assets, the General Partner, the Company, ALJ, Alon USA LP and Alon USA GP (the “Contribution Agreement”), among other items, (i) Alon USA GP, LLC will distribute all of the interests in Alon USA GP II, LLC to Alon Assets, (ii) Alon Assets will contribute 100% of the member interests in each of Alon USA Delaware, Alon USA Refining and Alon US GP II to the Company in exchange for 51,000,000 Common Units (and the right to receive either (A) an additional amount in cash if the Underwriters’ option to purchase the Option LP Units is exercised or (B) the Optional LP Units if the Underwriters’ option to purchase the Option LP Units is not exercised), and (iii) the Company will assign its remaining intercompany receivables to Alon Assets, and Alon Assets will assume responsibility for certain intercompany payables of the Company. The Common Units to be exchanged by the Company pursuant to the Contribution Agreement are referred to herein as the “Sponsor Units;”

(b) the General Partner and Alon Assets will execute the First Amended and Restated Agreement of Limited Partnership of the Company (the “Partnership Agreement”); and

(c) Alon Assets will execute the First Amended and Restated Limited Liability Company Agreement of the General Partner (the “General Partner LLC Agreement”).

The transactions contemplated above are referred to herein as the “IPO Transactions.” The Partnership Agreement, the General Partner LLC Agreement, the Contribution Agreement the Omnibus Agreement, the Administrative Services Agreement, the Tax Sharing Agreement, the Distributor Sales Agreement and the Offtake Agreement are referred to collectively herein as the “Operative Agreements.”

Section 1. The Alon Parties, jointly and severally, represent and warrant to, and agree with, each of the Underwriters that:

(a) A registration statement on Form S-1 dated November 9, 2012 and amended on November 19, 2012 (File No. 333-183671) (the “Initial Registration Statement”) in respect of the LP Units has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement (other than pre-effective amendments thereto) has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Alon Parties, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the LP Units that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the LP Units is hereinafter called an “Issuer Free Writing Prospectus”);

(b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(c) For the purposes of this Agreement, the “Applicable Time” is 5:30 p.m. (New York City time) on the date of this Agreement. The Pricing Prospectus, as supplemented by and taken together with the pricing information set out in Annex I hereto, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II hereto does not conflict with the information contained in the Registration Statement, the Pricing

Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus and the pricing information set out in Annex I hereto as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(d) The Registration Statement conforms, and any further amendments or supplements to the Registration Statement will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and did not, as of the applicable effective date as to each part of the Registration Statement, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any further amendments or supplements to the Prospectus will conform, when filed with the Commission under Rule 424(b), in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and will not as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(e) The financial statements (including the related notes and supporting schedules) and other financial information included in the Registration Statement and in each of the Pricing Prospectus and the Prospectus present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby, at the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods indicated, except to the extent disclosed therein. The summary historical financial and operating data included under the caption “Summary—Summary Historical Combined and Pro Forma Combined Financial and Operating Data” in the Registration Statement and each of the Pricing Prospectus and Prospectus and the selected historical financial and operating data set forth under the caption “Selected Historical Combined and Pro Forma Combined Financial Data” included in the Registration Statement and in each of the Pricing Prospectus and the Prospectus is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have been derived, except as described therein. The other financial information of the Company (or its predecessor for accounting purposes), including non-GAAP financial measures contained in the Registration Statement and in each of the Pricing Prospectus and the Prospectus has been derived from the accounting records of the Partnership Entities or their predecessors for accounting purposes, fairly presents in all material respects the information purported to be shown thereby and complies with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable. There are no financial statements (historical or pro forma) that are

required to be included in the Registration Statement, Pricing Prospectus or Prospectus that are not so included as required and the Partnership Entities do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), Pricing Prospectus or Prospectus;

(f) Each statement made in the Registration Statement, the Pricing Prospectus, the Prospectus and each Issuer Free Writing Prospectus listed on Schedule II hereto within the coverage of Rule 175(b) under the Act, including (i) any projections or statements with respect to future available cash or future cash distributions of the Company, (ii) any statements made in support thereof or related thereto under the heading “Cash Distribution Policy and Restrictions on Distributions” and (iii) statements made with respect to the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith;

(g) Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, assets, financial position, equity, results of operations or prospects of the Partnership Entities taken as a whole (a “Material Adverse Effect”), none of the Partnership Entities has sustained since the date of the latest audited financial statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any material change in the capitalization or any change in the long-term debt of the Partnership Entities or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, financial position, partners’ or members’ equity or capital stock, as the case may be, or results of operations of the Partnership Entities, in each case other than as set forth or contemplated in the Pricing Prospectus;

(h) Each of the Partnership Entities and their respective subsidiaries have good title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such (i) as are described in the Pricing Prospectus or (ii) as would not have a Material Adverse Effect; and any real property and buildings held under lease by the Partnership Entities and their respective subsidiaries are held by them under valid, existing and enforceable leases with such exceptions as (i) described in the Pricing Prospectus or (ii) as would not have a Material Adverse Effect;

(i) Each of the Partnership Entities has been duly formed and is validly existing as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of its jurisdiction of incorporation or formation, as the case may be, with power and authority (corporate, limited partnership or limited liability company, as the case may be, and other) to (i) own its properties and conduct its business as described in the Pricing Prospectus, (ii) in the case of the Company, issue, sell and deliver the LP Units and the Sponsor Units in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement, the Registration Statement, the Pricing Prospectus and the Prospectus, (iii) enter into and perform its obligations under this Agreement and the Operative Agreements,

as the case may be, (iv) in the case of the General Partner, act as the general partner of the Company as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus and (v) in the case of Alon Assets, act as the sole member of the General Partner as disclosed in the Registration Statement, the Pricing Prospectus and the Prospectus; and each of the Partnership Entities has been duly qualified as a foreign person, limited liability company, limited partnership or corporation, as the case may be, for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect; and each subsidiary of the Company has been duly formed and is validly existing as a corporation, limited liability company or limited partnership, as the case may be, in good standing under the laws of its jurisdiction of incorporation or formation, as the case may be, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect;

(j) The General Partner owns the sole general partner interest in the Company (the “GP Interest”) and is the general partner of the Company. Such GP Interest has been duly authorized and validly issued in accordance with the Partnership Agreement, such GP Interest is fully paid (to the extent required under the Partnership Agreement) and such GP Interest conforms in all material respects to the description of the GP Interest in the Prospectus. At each Time of Delivery (as defined in Section 4 hereof), after giving effect to the IPO Transactions, the General Partner will own such GP Interest free and clear of all liens, encumbrances, equities or claims, other than liens, encumbrances, equities or claims arising under the $240 million amended and restated revolving credit facility dated as of June 22, 2006 (as amended or otherwise modified from time to time, the “Credit Agreement”), by and among Alon USA LP, certain subsidiaries of the Company named therein, certain lenders named therein, and Israel Discount Bank of New York, as administrative agent, or the New Term Loan Agreement;

(k) At the First Time of Delivery or any Second Time of Delivery, as the case may be, the Firm LP Units or the Optional LP Units to be sold by the Company and the limited partner interests represented thereby, will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) or as otherwise described in the Pricing Prospectus under the caption “The Partnership Agreement—Limited Liability”) and conform in all material respects to the description of the Common Units in the Prospectus. At the First Time of Delivery, the Sponsor Units will be duly authorized and validly issued in accordance with the Partnership Agreement and fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act or as otherwise described in the Pricing Prospectus under the caption “The Partnership Agreement—Limited Liability”) and conform in all material respects to the description of the Common Units in the Prospectus. Assuming no purchase by the Underwriters of any Optional LP Units, at the First Time of Delivery, after giving effect to the IPO Transactions, Alon Assets will own the Sponsor Units, consisting of 52,500,000 Common Units (or 51,000,000 Common Units if the Underwriters exercise their option to purchase all of the Optional LP Units), the General Partner will own the GP Interest and, other than such Sponsor Units and GP Interest, the Firm LP Units will be the only partner interests in the Company issued and outstanding;

(l) At each Time of Delivery, the Company will own 100% of the issued and outstanding member interests in Alon USA Refining; such member interests will have been duly authorized and validly issued in accordance with the limited liability company agreement of Alon USA Refining (as the same may be amended or restated at or prior to the applicable Time of Delivery, the “Alon USA Refining Agreement”) and will be fully paid (to the extent required under the Alon USA Refining LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and the Company will own such member interests free and clear of all liens, encumbrances, equities or claims, other than liens, encumbrances, equities or claims arising under the Credit Agreement or the New Term Loan Agreement;

(m) At each Time of Delivery, the Company will own 100% of the issued and outstanding member interests in Alon USA GP II; such member interests will have been duly authorized and validly issued in accordance with the limited liability company agreement of Alon USA GP II (as the same may be amended or restated at or prior to the applicable Time of Delivery, the “Alon USA GP II Agreement”) and will be fully paid (to the extent required under the Alon USA GP II Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Company will own such member interests free and clear of all liens, encumbrances, equities or claims, other than liens, encumbrances, equities or claims arising under the Credit Agreement or the New Term Loan Agreement;

(n) At each Time of Delivery, the Company will own 100% of the issued and outstanding member interests in Alon USA Delaware; such member interests will have been duly authorized and validly issued in accordance with the limited liability company agreement of Alon USA Delaware (as the same may be amended or restated at or prior to the applicable Time of Delivery, the “Alon USA Delaware Agreement”) and will be fully paid (to the extent required under the Alon USA Delaware Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Company will own such member interests free and clear of all liens, encumbrances, equities or claims, other than liens, encumbrances, equities or claims arising under the Credit Agreement or the New Term Loan Agreement;

(o) At each Time of Delivery, Alon USA GP II and Alon USA Delaware will own a 1.00% general partner interest and 99.0% limited partner interest, respectively, of the issued and outstanding partnership interests in Alon USA LP; such partnership interests will have been duly authorized and validly issued in accordance with the limited partnership agreement of Alon USA LP (as the same may be amended or restated at or prior to the applicable Time of Delivery, the “Alon USA LP Agreement”) and will be fully paid (to the extent required under the Alon USA LP Agreement) and nonassessable (except as such nonassessability may be affected by Sections 153.102 and 153.210 of the Texas Business Organization Code (the “TBOC”)); and Alon USA GP II and Alon USA Delaware will own such member interests free and clear of all liens, encumbrances, equities or claims, other than liens, encumbrances, equities or claims under the Credit Agreement or the New Term Loan Credit Facility, in each case described in the Registration Statement, the Pricing Prospectus and the Prospectus;

(p) At each Time of Delivery, Alon Energy will indirectly own 95.12% of the issued and outstanding ownership interests and 100% of the issued and outstanding voting interests of Alon Assets; such interests will have been duly authorized and validly issued in accordance with the certificate of incorporation of Alon Assets (as the same may be amended or restated at or prior to the applicable Time of Delivery, the “Alon Assets Certificate of Incorporation”) and will be fully paid (to the extent required under the Alon Assets Certificate of Incorporation) and nonassessable (except as such nonassessability may be affected by Sections 152 and 153 of the Delaware General Corporation Law (the “DGCL”)); and Alon Energy will own such ownership interests free and clear of all liens, encumbrances, equities or claims, other than liens, encumbrances, equities or claims arising under Alon Energy’s term loan facility;

(q) At each Time of Delivery, Alon Assets owns 100% of the issued and outstanding member interests in the General Partner; such member interests have been duly authorized and validly issued in accordance with the General Partner LLC Agreement and are fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and, at each Time of Delivery, Alon Assets owns such member interest free and clear of all liens, encumbrances, equities or claims, other than liens, encumbrances, equities or claims arising under the Credit Facility and the Alon Energy term loan facility;

(r) Other than its ownership of the GP Interest, the General Partner does not own any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity. Other than (i) the Company’s ownership of a 100% member interest in Alon USA GP II, Alon USA Delaware and Alon USA Refining, (ii) Alon USA GP II’s and Alon USA Delaware’s 1.00% general partner interest and 99.00% limited partner interest, respectively, in Alon USA LP, the Company will not own at each Time of Delivery, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity;

(s) Except as described in the Registration Statement, Pricing Prospectus or Prospectus, there are no options, warrants, preemptive rights or other rights to subscribe for or to purchase any capital stock, membership interests, partnership interests or other equity interests in any Partnership Entity pursuant to any limited liability company agreement, partnership agreement, certificate of formation or conversion, certificate or articles of incorporation or bylaws of any Partnership Entity or any agreement or instrument to which any of the Partnership Entity is a party or by which any of them may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Common Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Company other than those that have been waived or satisfied;

(t) Except as described in the Registration Statement, Pricing Prospectus or Prospectus, there are no restrictions upon the voting or transfer of any partnership interests or other equity interests in the Company pursuant to the Partnership Agreement or certificate of limited partnership of the Company;

(u) At or before the First Time of Delivery (as defined in Section 4 hereof),

(i) The Partnership Agreement will have been duly authorized, executed and delivered by the General Partner and Alon Assets, and will be a valid and legally binding agreement of each such party, enforceable against each such party in accordance with its terms;

(ii) The General Partner LLC Agreement will have been duly authorized, executed and delivered by Alon Assets, and will be a valid and legally binding agreement of each such party, enforceable against each such party in accordance with its terms; and

(iii) The Contribution Agreement, the Omnibus Agreement, the Administrative Services Agreement and the Tax Sharing Agreement will have been duly authorized, executed and delivered by each of the Alon Parties party thereto, and will be valid and legally binding agreements of each such party, enforceable against each such party in accordance with its terms;

provided, that with respect to each agreement described in this Section 1(u), the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing;

(v) At the First Time of Delivery and any Second Time of Delivery (as defined in Section 4 hereof), all partnership and limited liability company action, as the case may be, required to be taken by the Alon Parties or any of their members or partners for the authorization, issuance, sale and delivery of the LP Units and Sponsor Units and the consummation of the transactions contemplated by this Agreement shall have been validly taken. This Agreement has been duly and validly authorized, executed and delivered by each of the Alon Parties;

(w) Prior to the date hereof, none of the Alon Parties or any of their respective affiliates has taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the LP Units or to result in a violation of Regulation M under the Securities Exchange Act of 1934 (the “Exchange Act”);

(x) The issuance and sale of the LP Units and Sponsor Units by the Company, the application of the proceeds therefrom as described under “Use of Proceeds” in the Pricing Prospectus, the execution, delivery and performance of this Agreement and the Operative Agreements by the Alon Parties party hereto and thereto and the consummation of the transactions herein contemplated or contemplated by any Operative Agreement (including, without limitation, the IPO Transactions) will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties, rights or assets of

the Alon Parties or any of their respective subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Alon Parties or any of their respective subsidiaries is a party or by which the Alon Parties or any of their respective subsidiaries is bound or to which any of the property or assets of the Alon Parties or any of their respective subsidiaries is subject, (ii) result in any violation of the provisions of the Partnership Agreement, the certificate of formation of the General Partner or the General Partner LLC Agreement, the certificate of conversion of Alon USA Refining or the Alon USA Refining Agreement, the certificate of formation of Alon USA GP II or the Alon USA GP II Agreement, the certificate of formation of Alon USA Delaware or the Alon USA Delaware Agreement, the certificate of formation of Alon USA LP or the Alon USA LP Agreement or the Alon Assets Certificate of Incorporation or the bylaws of Alon Assets, or (iii) result in any violation of any law or statute (including, without limitation, the Delaware LLC Act, the DGCL and the Delaware LP Act) or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Alon Parties or any of their respective subsidiaries or any of their properties, except, in the case of clauses (i) and (iii), for such conflicts, breaches, violations, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected (A) to have a Material Adverse Effect or (B) to have a material adverse effect on the ability of the Partnership Entities to consummate the transactions contemplated by this Agreement or any Operative Agreement (including, without limitation, the IPO Transactions);

(y) No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issuance and sale of the LP Units or the Sponsor Units or the consummation by the Alon Parties of the transactions contemplated by this Agreement or any Operative Agreement (including, without limitation, the IPO Transactions), except (i) the registration under the Act of the LP Units, (ii) such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws or by the Financial Industry Regulatory Authority or the New York Stock Exchange (the “Exchange”) in connection with the purchase and distribution of the LP Units by the Underwriters, (iii) such consents, approvals, authorizations, orders, registrations or qualifications that have been, or prior to the First Time of Delivery will be, obtained or made and (iv) where the failure to obtain any such consent, approval, authorization, order, registration or qualification would not, individually or in the aggregate, reasonably be expected to have either a Material Adverse Effect or a material adverse effect on the ability of the Alon Parties or their respective subsidiaries to consummate the transactions contemplated by this Agreement or any Operative Agreement (including, without limitation, the IPO Transactions);

(z) None of the Alon Parties or any of their respective subsidiaries is in (i) violation of its partnership agreement, certificate of incorporation, by-laws, certificate of formation, limited liability agreement or other organizational document, as the case may be, (ii) violation of any law, statute, ordinance, administrative or governmental rule or regulation applicable to it or of any decree of any court or governmental agency or body having jurisdiction over it, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, which, in the case of clause (ii) or (iii) would reasonably be expected to have a Material Adverse Effect or materially impair the ability of any of the Alon Parties to perform their obligations under this Agreement;

(aa) The statements set forth in the Pricing Prospectus and Prospectus, insofar as they purport to constitute a summary of the terms of the Common Units, and under the caption “Material Federal Income Tax Consequences,” insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate in all material respects;

(bb) Other than (i) as set forth in the Pricing Prospectus and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Partnership Entities own or possess valid licenses or other rights to use all patents, trademarks, service marks, domain names, trade names, copyrights, know-how and intellectual property (“Intellectual Property”) material to the conduct of the businesses now or proposed to be operated by them as described in the Pricing Prospectus, free of all liens (other than liens securing obligations under the Credit Agreement and New Term Loan Credit Facility as described in the Registration Statement, the Pricing Prospectus and the Prospectus). Except (i) as described in the Pricing Prospectus and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the conduct of the Partnership Entities does not infringe or otherwise violate any rights of others; no third party violates or infringes the Intellectual Property owned by the Partnership Entities; and no action, litigation, proceeding or claim with respect to any Intellectual Property is pending or, to the knowledge of the Alon Parties, threatened. None of the Partnership Entities has received any notice of infringement of or conflict with (or knows of any such infringement of or conflict with) any rights of third parties with respect to any Intellectual Property. Except (i) as described in the Pricing Prospectus and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Intellectual Property owned by the Partnership Entities is valid, unexpired and enforceable and the Partnership Entities have taken all reasonable actions to protect their Intellectual Property;

(cc) Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which any of the Partnership Entities is a party or of which any property of the Partnership Entities is the subject which, if determined adversely to the Partnership Entities, would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially interfere with the consummation of the transactions contemplated by this Agreement (including, without limitation, the IPO Transactions); and, to the knowledge of the Alon Parties, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(dd) Each of the Partnership Entities possesses all licenses, permits, certificates, tariffs and other authorizations from, has made all declarations and filings with, and maintains all books and records as required by all federal, state, local and other governmental or regulatory authorities that are required to be possessed, declared, filed or maintained under any applicable law currently in effect in connection with the business as currently conducted as set forth in the Pricing Prospectus (“Permits”), except where the failure to possess, maintain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and none of the Partnership Entities have received any notice of any proceeding relating to revocation or modification of any such Permit or have any reason to believe that any such Permit will not be renewed in the ordinary course, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(ee) None of the Partnership Entities and their respective assets are subject to regulation as a common carrier under the Interstate Commerce Act, or as an intrastate pipeline, common carrier, public utility or similar entity by any state, local or other governmental or regulatory authority;

(ff) Other than as set forth in the Pricing Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) the Partnership Entities have not violated and are not subject to liability under, any Environmental Laws (as defined below), (ii) the Partnership Entities have timely applied for or received all Permits required under any Environmental Law for performance of their respective operations as they are currently conducted, and, as applicable, are in compliance with all, and have not violated any such Permits and each of such Permits received is in full force and effect, (iii) there is no civil, criminal or administrative action, suit, written demand or claim, hearing, notice of violation, proceeding, notice or demand letter, or, to the knowledge of the Alon Parties, investigation or governmental request for information pending or, to the knowledge of the Alon Parties, threatened against the Partnership Entities pursuant to any Environmental Law, (iv) no lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or, to the knowledge of the Alon Parties, controlled by the Partnership Entities, (v) none of the Partnership Entities has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable state law, (vi) no property or facility forming a part of the Partnership Entities is currently known to the Alon Parties to be: (A) listed or proposed for listing on the National Priorities List under CERCLA or (B) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority and (vii) none of the Partnership Entities is conducting or paying for in whole or in part any investigation, response or other corrective action necessary to maintain compliance with any Environmental Law at any of their respective sites or facilities, nor is any of them subject to or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law.

For purposes of this Agreement, “Environmental Laws” means all applicable federal, state and local laws (including common law) or regulations, codes, orders, decrees, judgments or injunctions issued, promulgated, approved or entered thereunder, relating to pollution or protection of the Environment, or, to the extent relating to exposure to Hazardous Materials, public or employee health and safety, including, without limitation, laws relating to (i) Releases or threatened Releases of Hazardous Material into the Environment and (ii) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, arrangement for disposal, transport or handling of Hazardous Materials. “Environment” means ambient air, surface water, groundwater, drinking water, soil, surface and subsurface strata and natural resources such as wetlands, flora and fauna. “Hazardous Materials” means any substance, material, pollutant, contaminant, chemical, waste, compound or constituent, in any form, including without limitation, crude oil, petroleum and petroleum products, subject to regulation or which can give rise to liability under any Environmental Law. “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment.

(gg) Except (i) as set forth in the Pricing Prospectus and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) there are no strikes or other labor disputes against the Partnership Entities, pending or, to the knowledge of the Alon Parties, threatened; (ii) hours worked by and payment made to employees of the Partnership Entities have not been in violation of the Fair Labor Standards Act or any other applicable wage or hour law; (iii) all payments due from the Partnership Entities on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant entity; and (iv) the Partnership Entities are in compliance with all applicable laws, agreements, contracts, policies, plans and programs relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment, and the termination of employment, including but not limited to any obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 and similar state and local laws, the classification of individuals as contractors or employees, the classification of employees as exempt or non-exempt, the provision of meal and rest breaks, and the payment of overtime wages;

(hh) Other than as set forth in the Pricing Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) none of the Partnership Entities or other trades or businesses which would be treated as being a single employer with the Partnership Entities under Section 4001 of ERISA (an “ERISA Affiliate”) has or reasonably expects to incur any liability for any prohibited transaction or funding deficiency, any partial or complete termination of, with respect to, any pension, profit sharing or other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to which the Partnership Entities or any of their ERISA Affiliates makes or ever has made a contribution and in which any employee of the Partnership Entities or any of the ERISA Affiliates is or has ever been a participant (each, a “Plan”) and (ii) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur with respect to any Plan. None of the Partnership Entities nor any of their ERISA Affiliates has incurred or reasonably expects to incur, or would incur if it withdraws from the participation in any Plan, complete or partial material withdrawal liability with respect to any Plan. With respect to such Plans, the Partnership Entities and each of their respective ERISA Affiliates are in compliance with all applicable provisions of ERISA and the terms of the applicable plans, other than as set forth in the Pricing Prospectus and for any noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(ii) The Partnership Entities have insurance covering their respective properties, operations, personnel and businesses, which insurance is in amounts and insures against such losses and risks as the Partnership Entities believe are adequate to protect their respective businesses; and none of the Partnership Entities (i) has received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) has any reason to believe that it will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers;

(jj) None of the Partnership Entities is required or, after giving effect to the offering and sale of the LP Units and the application of the proceeds thereof, will be required to register as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(kk) At the time of filing the Initial Registration Statement the Company was not and is not an “ineligible issuer,” as defined under Rule 405 under the Act;

(ll) KPMG LLP, who has audited the financial statements of Alon USA Partners, LP Predecessor included in the Pricing Prospectus and the Prospectus, is an independent registered public accounting firm as required by the Act and the rules and regulations of the Commission thereunder;

(mm) The Company maintains systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

(nn) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with all applicable requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Since the date of the latest audited financial statements included in the Pricing Prospectus, (i) the Company has not become aware of any material weaknesses in its internal control over financial reporting and (ii) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

(oo) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with all applicable requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company in reports that it submits or files or will submit or file under the Exchange Act is made known to the Company’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established to the extent required by Rule 13a-15 under the Exchange Act;

(pp) The sale and issuance of the GP Interest and the Sponsor Units as contemplated by the Contribution Agreement are exempt from the registration requirements of the Act and securities laws of any state having jurisdiction with respect thereto, and none of the Alon Parties has taken or will take any action that would cause the loss of such exemption;

(qq) No subsidiary of the Company (after giving effect to the IPO Transactions) is currently prohibited, directly or indirectly, from paying any distributions to the Company, from making any other distribution on such subsidiary’s equity interests, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except (i) as set forth in the Credit Agreement and New Term Loan Credit Facility and as described in the Registration Statement, the Pricing Prospectus and the Prospectus, (ii) such prohibitions mandated by the laws of each such subsidiary’s jurisdiction of formation and the organizational documents of such subsidiary or (iii) where such prohibitions would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Company to make distributions as described in the Registration Statement, the Pricing Prospectus and the Prospectus;

(rr) The operations of the Partnership Entities are currently in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions where the Partnership Entities conduct business, including but not limited to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and any instances of non-compliance have been resolved with the applicable governmental agency and no formal action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving such parties with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

(ss) No Partnership Entity, director, officer, nor, to the Alon Parties’ knowledge, any agent, employee or other person acting on behalf of such party has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; and

(tt) No Partnership Entity, nor, to the Alon Parties’ knowledge, any director, officer, agent, employee or affiliate of such party is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”). The Company will not directly or indirectly use the proceeds of the offering of the LP Units hereunder, or lend, contribute or otherwise make available such proceeds to subsidiaries of the Partnership Entities, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Section 2. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per Common Unit of $14.88, the number of Firm LP Units set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional LP Units as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per Common Unit set forth in clause (a) of this Section 2, that portion of the number of Optional LP Units as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional units) determined by multiplying such number of Optional LP Units by a fraction, the numerator of which is the maximum number of Optional LP Units which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional LP Units that all of the Underwriters are entitled to purchase hereunder.

The Company hereby grants to the Underwriters the right to purchase at their election up to 1,500,000 Optional LP Units, at the purchase price per Common Unit set forth in the paragraph above, for the sole purpose of covering sales of Common Units in excess of the number of Firm LP Units, provided that the purchase price per Optional LP Unit shall be reduced by an amount per Common Unit equal to any distributions declared by the Company and payable on the Firm LP Units but not payable on the Optional LP Units. Any such election to purchase Optional LP Units may be exercised only by written notice from you to the Company, given within a period of thirty (30) calendar days after the date of this Agreement, setting forth the aggregate number of Optional LP Units to be purchased and the date on which such Optional LP Units are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two (2) or later than ten (10) business days after the date of such notice, provided that you may determine that the date on which such Optional LP Units are to be delivered may be the First Time of Delivery even if such date is less than two (2) business days after the date of such notice of exercise.

Section 3. Upon the authorization by you of the release of the Firm LP Units, the several Underwriters propose to offer the Firm LP Units for sale upon the terms and conditions set forth in the Prospectus.

Section 4. (a) The LP Units to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Goldman, Sachs & Co. may request upon at least forty-eight (48) hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to Goldman, Sachs & Co., through the facilities of The Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to Goldman, Sachs & Co. at least forty-eight (48) hours in advance. The time and date of such delivery and payment shall be, with respect to the Firm LP Units, 9:30 a.m., New York City time, on November 26, 2012 or such other time and date as Goldman, Sachs & Co. and the Company may agree upon in writing, and, with respect to the Optional LP Units, 9:30 a.m., New York City time, on the date specified by

Goldman, Sachs & Co. in the written notice given by Goldman, Sachs & Co. of the Underwriters’ election to purchase such Optional LP Units, or such other time and date as Goldman, Sachs & Co. and the Company may agree upon in writing. Such time and date for delivery of the Firm LP Units is herein called the “First Time of Delivery,” such time and date for delivery of the Optional LP Units, if not the First Time of Delivery, is herein called the “Second Time of Delivery,” and each such time and date for delivery is herein called a “Time of Delivery.”

(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the LP Units and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof, will be delivered at the offices of Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002 (the “Closing Location”), and the LP Units will be delivered electronically via the facilities of DTC, all at each such Time of Delivery. A meeting will be held at the Closing Location at approximately 5:00 p.m., New York City time, on the New York Business Day next preceding each such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

Section 5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the LP Units, of the suspension of the qualification of the LP Units for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as you may reasonably request to qualify the LP Units for offering and sale under the securities laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the LP Units, provided that in connection therewith the Company shall not be required to qualify as a foreign partnership or to file a general consent to service of process in any jurisdiction;

(c) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement (or such later time as agreed by you and the Company) and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine (9) months after the time of issue of the Prospectus in connection with the offering or sale of the LP Units and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the LP Units at any time nine (9) months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen (16) months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(e) (i) Except as provided for in clause (ii), during the period commencing on the date hereof and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), not to (1) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any securities of the Company that are substantially similar to the LP Units, including but not limited to any options or warrants to purchase Common Units or any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Units or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Units or any such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or such other securities, in cash or otherwise, without the prior written consent of the

Representatives; provided, however, that if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or announces material news or a material event or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 15-day period following the last day of the Lock-Up Period, then in each case the restrictions in this Section 5(e)(i) shall continue to apply until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. The Company will provide the Representatives and each unitholder subject to the Lock-Up Period pursuant to the lock-up letters described in Section 8(j) with prior notice of any such announcement that gives rise to an extension of the Lock-up Period;

(ii) The restrictions in clause (i) shall not apply to (a) the LP Units to be sold hereunder, (b) the issuance of Common Units upon the conversion of convertible or exchangeable securities or the exercise of warrants outstanding as of the date of this Agreement, (c) the issuance of options or warrants to purchase Common Units and other incentive compensation, including Common Units, under employee benefit and other incentive compensation plans as in effect on the date of this Agreement and as described in the Pricing Prospectus and the Prospectus, provided that the recipient of such options, warrants or other incentive compensation agrees in writing to be bound for the remainder of the Lock-Up Period by the restrictions set forth herein and the lock-up letters described in Section 8(j), (d) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to an employee benefit and other incentive compensation plans as in effect on the date of this Agreement and as described in the Pricing Prospectus and the Prospectus and (e) the issuance or transfer of the Sponsor Units to Alon Assets pursuant to the IPO Transactions.

(f) To furnish to its unitholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, partnership equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its unitholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail;

(g) During a period of three (3) years from the effective date of the Registration Statement, to furnish to you copies of all reports or other communications (financial or other) furnished to unitholders, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission; and (ii) such additional financial information concerning the business and financial condition of the Company as you may from time to time reasonably request, in each case to the extent not otherwise available on the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) System;

(h) To use the net proceeds received by it from the sale of the LP Units pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;

(i) To use its reasonable best efforts to effect the listing, subject to notice of issuance, the LP Units on the Exchange;

(j) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act;

(k) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act; and

(l) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the LP Units (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred.

Section 6. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the LP Units that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the LP Units that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II hereto;

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show;

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document that will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.

Section 7. The Alon Parties covenant and agree with the several Underwriters to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Alon Parties’ counsel and accountants in connection with the registration of the LP Units under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the LP Units; (iii) all expenses in connection with the qualification of the LP Units for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey (such fees and disbursements of counsel for the Underwriters, together with any fees and disbursements of counsel for the Underwriters incurred in connection with item (v) of this Section 7 not to exceed $25,000) (iv) all fees and expenses in connection with listing the LP Units on the Exchange; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority of the terms of the sale of the LP Units (such fees and disbursements of counsel for the Underwriters, together with any fees and disbursements of counsel for the Underwriters incurred in connection with item (iii) of this Section 7 not to exceed $25,000); (vi) the cost of preparing unit certificates; (vii) the cost and charges of any transfer agent or registrar; (viii) all expenses incurred by the Alon Parties in connection with any “road show” presentation to potential investors (except that the Alon Parties shall pay 50% of the cost of any chartered aircraft used in connection with any such “road show” presentations); and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 9 and Section 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the LP Units by them, and any advertising expenses connected with any offers they may make and will reimburse the Company for $1,000,000 in expenses incurred by the Company in connection with its obligations under this Agreement (other than in connection with (v) of this Section 7).

Section 8. The obligations of the Underwriters hereunder, as to the LP Units to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Alon Parties herein are, at and as of such Time of Delivery, true and correct, the condition that the Alon Parties shall have performed all of their respective obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this

Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

(b) Latham & Watkins LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions, dated such Time of Delivery, in form and substance satisfactory to you, as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) Vinson & Elkins LLP, counsel for the Company, shall have furnished to you their written opinion dated such Time of Delivery, in substantially the form attached hereto as Exhibit A;

(d) The Company’s Chief Legal Counsel—Corporate shall have furnished to you his or her written opinion, dated such Time of Delivery, in substantially the form attached hereto as Exhibit B;

(e) On the date of the Prospectus at a time prior to the execution of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, KPMG LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you;

(f) (i) None of the Partnership Entities shall have sustained since the date of the latest audited financial statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change in the capitalization or long-term debt of any of the Partnership Entities or any change, or any development reasonably expected to involve a prospective change, in or affecting the general affairs, management, financial position, partners’ or members’ equity or capital stock, as the case may be, or results of operations of any of the Partnership Entities, otherwise than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the LP Units being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(g) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded any debt securities of any of the Partnership Entities by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the debt securities of any of the Partnership Entities;

(h) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the LP Units being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(i) The LP Units to be sold at such Time of Delivery shall have been duly listed, subject to notice of issuance, on the Exchange;

(j) The Company shall have obtained and delivered to the Underwriters executed copies of an agreement from each executive officer and director of the General Partner and the additional parties named in Schedule III hereto, substantially to the effect set forth in Section 5(e) hereof in form and substance satisfactory to you;

(k) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the third New York Business Day next succeeding the date of this Agreement;

(l) Substantially concurrent with or prior to the Time of Delivery, each of the IPO Transactions shall have been consummated in all material respects with their description in the Pricing Prospectus; and

(m) Alon Energy and the Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of each of Alon Energy and the General Partner satisfactory to you as to the accuracy of the representations and warranties of the Alon Parties, as the case may be, herein at and as of such Time of Delivery, as to the performance by the Alon Parties, as the case may be, of all of their obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (h) of this Section.

Section 9. (a) The Alon Parties, jointly and severally, will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer

information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any documented legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Alon Parties shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein.

(b) Each Underwriter will indemnify and hold harmless the Alon Parties against any losses, claims, damages or liabilities to which the Alon Parties may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Alon Parties for any legal or other expenses reasonably incurred by the Alon Parties in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party, which consent shall not be unreasonably withheld), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or

consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Alon Parties on the one hand and the Underwriters on the other from the offering of the LP Units. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Alon Parties on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Alon Parties on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Alon Parties bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Alon Parties on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Alon Parties and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the LP Units underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Alon Parties under this Section 9 shall be in addition to any liability which the Alon Parties may otherwise have and shall extend, upon the same terms and conditions, to each Underwriter’s directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors or assigns of all the foregoing persons, if any, who control any Underwriter within the meaning of the Act and each broker-dealer affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of each of the Alon Parties (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of an Alon Party) and to each person, if any, who controls any Alon Party within the meaning of the Act.

Section 10. (a) If any Underwriter shall default in its obligation to purchase the LP Units which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such LP Units on the terms contained herein. If within thirty-six (36) hours after such default by any Underwriter you do not arrange for the purchase of such LP Units, then the Company shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties satisfactory to you to purchase such LP Units on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such LP Units, or the Company notifies you that it has so arranged for the purchase of such LP Units, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven (7) days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such LP Units.

(b) If, after giving effect to any arrangements for the purchase of the LP Units of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such LP Units which remains unpurchased does not exceed one-eleventh (1/11th) of the aggregate number of all the LP Units to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of LP Units which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of LP Units which such Underwriter agreed to purchase hereunder) of the LP Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the LP Units of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such LP Units which remains unpurchased exceeds one-eleventh (1/11th) of the aggregate number of all the LP Units to be purchased at such Time of

Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase LP Units of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional LP Units) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Section 11. The respective indemnities, agreements, representations, warranties and other statements of the Alon Parties and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or any of the Alon Parties, or any officer or director or controlling person of any of the Alon Parties, and shall survive delivery of and payment for the LP Units.

Section 12. If this Agreement shall be terminated pursuant to Section 8(g)(i), Sections 8(g)(iii) through (v), or Section 10 hereof, the Alon Parties shall not then be under any liability to any Underwriter except as provided in Section 7 and Section 9 hereof; but, if for any other reason, any LP Units are not delivered by or on behalf of the Company as provided herein, the Alon Parties will, jointly and severally, reimburse the Underwriters through you for all actual out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the LP Units not so delivered, but the Alon Parties shall then be under no further liability to any Underwriter except as provided in Section 7 and Section 9 hereof.

Section 13. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by Goldman, Sachs & Co. on behalf of you as the representatives.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the representatives to each of (i) Goldman, Sachs & Co., 200 West Street, New York, New York 10282-2198, Attention: Registration Department, Phone: 866-471-2526; (ii) Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010, Attention: LCD-IBD; and (iii) Citigroup Global Markets Inc., 388Greenwich Street, New York, New York 10013, Attention: General Counsel (facsimile: 212-816-7912); and if to the Alon Parties shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by you upon request; provided, however, that notices under Subsection 5(e) shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the representatives at each of (i) Goldman, Sachs & Co., 200 West Street, New York, New York

10282-2198, Attention: Registration Department, Phone: 866-471-2526; (ii) Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010, Attention: LCD-IBD; and (iii) Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel (facsimile: 212-816-7912). Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Alon Parties, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

Section 14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Alon Parties and, to the extent provided in Section 9 and Section 11 hereof, the officers, members and directors of any of the Alon Parties and each person who controls any of the Alon Parties or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the LP Units from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

Section 15. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

Section 16. Each of the Alon Parties acknowledges and agrees that (i) the purchase and sale of the LP Units pursuant to this Agreement is an arm’s-length commercial transaction between the Alon Parties, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of any of the Alon Parties, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of any of the Alon Parties with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Alon Parties on other matters) or any other obligation to any of the Alon Parties except the obligations expressly set forth in this Agreement and (iv) the Alon Parties have consulted their own legal and financial advisors to the extent they deemed appropriate. Each of the Alon Parties agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any of the Alon Parties, in connection with such transaction or the process leading thereto.

Section 17. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Alon Parties and the Underwriters, or any of them, with respect to the subject matter hereof.

Section 18. THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE

APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK. Each of the Alon Parties agrees that any suit or proceeding arising in respect of this agreement or our engagement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and each of the Alon Parties agrees to submit to the jurisdiction of, and to venue in, such courts.

Section 19. Each of the Alon Parties and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (including, without limitation, the IPO Transactions).

Section 20. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

Section 21. Notwithstanding anything herein to the contrary, each of the Alon Parties is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to such Alon Party relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

If the foregoing is in accordance with your understanding, please sign and return to us seven (7) counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and each of the Alon Parties. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Alon Parties for examination upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,


ALON USA ENERGY, INC.

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Senior Vice President of Mergers and Acquistions

ALON ASSETS, INC.

By:		/s/ James Ranspot
Name:		James Ranspot
Title:		Secretary

ALON USA PARTNERS, LP

By:		Alon USA Partners GP, LLC, its General Partner

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Senior Vice President of Mergers and Acquistions

Signature Page to Underwriting Agreement


ALON USA PARTNERS GP, LLC

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Senior Vice President of Mergers and Acquistions

ALON USA GP, LLC

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Vice President

Signature Page to Underwriting Agreement


Accepted as of the date hereof:

GOLDMAN, SACHS & CO.

By:		/s/ Adam T. Greene
		Name: Adam T. Greene
		Title: Vice President

CREDIT SUISSE SECURITIES (USA) LLC

By:		/s/ Alexander Kroner
		Name: Alexander Kroner
		Title: Vice President

CITIGROUP GLOBAL MARKETS INC.

By:		/s/ Matthew Hartman
		Name: Matthew Hartman
		Title: Vice President

Signature Page to Underwriting Agreement

SCHEDULE I


Underwriter	Total Number of Firm LP Units to be Purchased		Number of Optional LP Units to be Purchased if Maximum Option Exercised
Goldman, Sachs & Co.		3,000,000		450,000
Credit Suisse Securities (USA) LLC		3,000,000		450,000
Citigroup Global Markets Inc.		2,000,000		300,000
Jefferies & Company, Inc.		1,500,000		225,000
Macquarie Capital (USA) Inc.		250,000		37,500
Tudor, Pickering, Holt & Co. Securities, Inc.		250,000		37,500

Total		10,000,000		1,500,000

SCHEDULE II

Issuer Free Writing Prospectuses: None

SCHEDULE III

Lock-up Agreements:

1.	Alon Assets, Inc.

2.	Alon USA GP, LLC

3.	David Wiessman

4.	Jeff D. Morris

5.	Paul Eisman

6.	Itzhak Bader

7.	Boaz Biran

8.	Snir Wiessman

9.	Eitan Raff

10.	Mordehay Ventura

11.

Shai Even

12.	Jimmy C. Crosby

13.	Alan Moret

14.	Claire Hart

15.	Michael Oster

16.	Kyle McKeen

ANNEX I

Initial public offering price per Common Unit: $16.00

Number of Firm LP Units: 10,000,000

Exhibit 3.1

Execution Version

FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

ALON USA PARTNERS, LP

TABLE OF CONTENTS


ARTICLE I DEFINITIONS

Section 1.1	Definitions	1
Section 1.2	Construction	12

ARTICLE II ORGANIZATION

Section 2.1	Formation	13
Section 2.2	Name	13
Section 2.3	Registered Office; Registered Agent; Principal Office; Other Offices	13
Section 2.4	Purpose and Business	13
Section 2.5	Powers	14
Section 2.6	Term	14
Section 2.7	Title to Partnership Assets	14

ARTICLE III RIGHTS OF LIMITED PARTNERS

Section 3.1	Limitation of Liability	14
Section 3.2	Management of Business	15
Section 3.3	Outside Activities of the Limited Partners	15
Section 3.4	Rights of Limited Partners	15

ARTICLE IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS

Section 4.1	Certificates	16
Section 4.2	Mutilated, Destroyed, Lost or Stolen Certificates	16
Section 4.3	Record Holders	17
Section 4.4	Transfer Generally	18
Section 4.5	Registration and Transfer of Limited Partner Interests	18
Section 4.6	Transfer of the General Partner’s General Partner Interest	19
Section 4.7	Restrictions on Transfers	19
Section 4.8	Eligibility Certificates; Ineligible Holders	20
Section 4.9	Redemption of Partnership Interests of Ineligible Holders	21

ARTICLE V CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

Section 5.1	Organizational Contributions	22
Section 5.2	Contributions by the Organizational Limited Partner	22
Section 5.3	Contributions by Public through Underwriters	23
Section 5.4	Interest and Withdrawal	23
Section 5.5	Capital Accounts	23
Section 5.6	Issuances of Additional Partnership Interests and Derivative Instruments	25


Section 5.7	Limited Preemptive Right	26
Section 5.8	Splits and Combinations	27
Section 5.9	Fully Paid and Non-Assessable Nature of Limited Partner Interests	27

ARTICLE VI
ALLOCATIONS AND DISTRIBUTIONS

Section 6.1	Allocations for Capital Account Purposes	27
Section 6.2	Allocations for Tax Purposes	31
Section 6.3	Distributions; Distributions to Record Holders	33

ARTICLE VII
MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1	Management	33
Section 7.2	Replacement of Fiduciary Duties	35
Section 7.3	Certificate of Limited Partnership	36
Section 7.4	Restrictions on the General Partner’s Authority	36
Section 7.5	Reimbursement of the General Partner	36
Section 7.6	Outside Activities	37
Section 7.7	Indemnification	38
Section 7.8	Liability of Indemnitees	40
Section 7.9	Standards of Conduct and Modification of Duties	40
Section 7.10	Other Matters Concerning the General Partner and Indemnitees	42
Section 7.11	Purchase or Sale of Partnership Interests	43
Section 7.12	Registration Rights of the General Partner and Its Affiliates	43

ARTICLE VIII
BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1	Records and Accounting	46
Section 8.2	Fiscal Year	46
Section 8.3	Reports	46

ARTICLE IX
TAX MATTERS

Section 9.1	Tax Returns and Information	47
Section 9.2	Tax Elections	47
Section 9.3	Tax Controversies	47
Section 9.4	Withholding; Tax Payments	48

ARTICLE X
ADMISSION OF PARTNERS

Section 10.1	Admission of Limited Partners	48
Section 10.2	Admission of Successor General Partner	49
Section 10.3	Amendment of Agreement and Certificate of Limited Partnership	49


ARTICLE XI
WITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1	Withdrawal of the General Partner	49
Section 11.2	Removal of the General Partner	51
Section 11.3	Interest of Departing General Partner and Successor General Partner	52
Section 11.4	Withdrawal of Limited Partners	53

ARTICLE XII
DISSOLUTION AND LIQUIDATION

Section 12.1	Dissolution	53
Section 12.2	Continuation of the Business of the Partnership After Dissolution	53
Section 12.3	Liquidator	54
Section 12.4	Liquidation	55
Section 12.5	Cancellation of Certificate of Limited Partnership	55
Section 12.6	Return of Contributions	55
Section 12.7	Waiver of Partition	56
Section 12.8	Capital Account Restoration	56

ARTICLE XIII
AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 13.1	Amendments to be Adopted Solely by the General Partner	56
Section 13.2	Amendment Procedures	57
Section 13.3	Amendment Requirements	58
Section 13.4	Special Meetings	59
Section 13.5	Notice of a Meeting	59
Section 13.6	Record Date	59
Section 13.7	Adjournment	60
Section 13.8	Waiver of Notice; Approval of Meeting; Approval of Minutes	60
Section 13.9	Quorum and Voting	60
Section 13.10	Conduct of a Meeting	61
Section 13.11	Action Without a Meeting	61
Section 13.12	Right to Vote and Related Matters	62

ARTICLE XIV
MERGER OR CONSOLIDATION

Section 14.1	Authority	62
Section 14.2	Procedure for Merger or Consolidation	62
Section 14.3	Approval by Limited Partners	63
Section 14.4	Certificate of Merger	65
Section 14.5	Effect of Merger or Consolidation	65

ARTICLE XV
RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

Section 15.1	Right to Acquire Limited Partner Interests	65

iii


ARTICLE XVI
GENERAL PROVISIONS

Section 16.1	Addresses and Notices; Written Communications	67
Section 16.2	Further Action	68
Section 16.3	Binding Effect	68
Section 16.4	Integration	68
Section 16.5	Creditors	68
Section 16.6	Waiver	68
Section 16.7	Third-Party Beneficiaries	68
Section 16.8	Counterparts	68
Section 16.9	Applicable Law; Forum, Venue and Jurisdiction	68
Section 16.10	Invalidity of Provisions	69
Section 16.11	Consent of Partners	69
Section 16.12	Facsimile Signatures	70

FIRST AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP OF ALON USA PARTNERS, LP

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:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“ Adjusted Capital Account ” means the Capital Account maintained for each Partner as of the end of each taxable period of the Partnership, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such taxable period, are reasonably expected to be allocated to such Partner in subsequent taxable periods under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such taxable period, are reasonably expected to be made to such Partner in subsequent taxable periods in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partner’s Capital Account that are reasonably expected to occur during (or prior to) the taxable period in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(b)(i) or 6.1(b)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The “Adjusted Capital Account” of a Partner in respect of any Partnership Interest shall be the amount that such Adjusted Capital Account would be if such Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest was first issued.

“ Adjusted Property ” means any property the Carrying Value of which has been adjusted pursuant to Section 5.5(d).

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

A LON USA P ARTNERS , LP

F IRST A MENDED AND R ESTATED A GREEMENT OF L IMITED P ARTNERSHIP

“ Agreed Allocation ” means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

“ Agreed Value ” of any Contributed Property means the fair market value of such property at the time of contribution and in the case of an Adjusted Property, the fair market value of such Adjusted Property on the date of the revaluation event as described in Section 5.5(d), in both cases as determined by the General Partner.

“ Agreement ” means this First Amended and Restated Agreement of Limited Partnership of Alon USA Partners, LP, as it may be amended, supplemented or restated from time to time.

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

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

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

“ Alon USA GP ” means Alon USA GP, LLC, a Delaware limited liability company.

“ Alon USA LP ” means Alon USA, LP, a Texas limited partnership.

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

“ Associate ” means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer, manager, general partner or managing member or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.

“ Board of Directors ” means the board of directors of the General Partner.

“ Book-Tax Disparity ” means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for U.S. federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Section 5.5 and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with U.S. federal income tax accounting principles.

“ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Texas shall not be regarded as a Business Day.

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“ Capital Account ” means the capital account maintained for a Partner pursuant to Section 5.5. The “Capital Account” of a Partner in respect of any Partnership Interest shall be the amount that such Capital Account would be if such Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest was first issued.

“ Capital Contribution ” means any cash, cash equivalents or the Net Agreed Value of Contributed Property that is contributed or deemed contributed to the Partnership by, or on behalf of, a Partner (including, in the case of an underwritten offering of Units, the amount of any underwriting discounts or commissions).

“ Carrying Value ” means (a) with respect to a Contributed Property or Adjusted Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Partners’ Capital Accounts in respect of such property, and (b) with respect to any other Partnership property, the adjusted basis of such property for U.S. federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time to time in accordance with Section 5.5(d) and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

“ Cause ” means a court of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner is liable to the Partnership or any Limited Partner for actual fraud or willful misconduct in its capacity as a general partner of the Partnership.

“ Certificate ” means a certificate in such form (including in global form if permitted by applicable rules and regulations) as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more Partnership Interests. The initial form of certificate approved by the General Partner for Common Units is attached as Exhibit A to this Agreement.

“ Certificate of Limited Partnership ” means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.3, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.

“ Citizenship Eligibility Trigger ” is defined in Section 4.8(ii).

“ claim ” (as used in Section 7.12(c)) is defined in Section 7.12(c).

“ Closing Date ” means the first date on which Common Units are issued and delivered by the Partnership to the Underwriters pursuant to the provisions of the Underwriting Agreement.

“ Closing Price ” means, in respect of any class of Limited Partner Interests, as of the date of determination, the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to

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securities listed or admitted to trading on the principal National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading or, if such Limited Partner Interests are not listed or admitted to trading on any National Securities Exchange, the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the primary reporting system then in use in relation to such Limited Partner Interests of such class, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

“ Combined Interest ” has the meaning assigned to such term in Section 11.3(a).

“ Commission ” means the United States Securities and Exchange Commission.

“ Common Unit ” means a Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners, and having the rights and obligations specified with respect to Common Units in this Agreement.

“ Conflicts Committee ” means a committee of the Board of Directors composed entirely of one or more directors, each of whom (a) is not an officer or employee of the General Partner, (b) is not an officer or employee of any Affiliate of the General Partner or a director of any Affiliate of the General Partner (other than any Group Member), (c) is not a holder of any ownership interest in the General Partner or any of its Affiliates, including any Group Member, other than Common Units, and awards that are granted to such director under the LTIP and (d) is determined by the Board of Directors of the General Partner to be independent under the independence standards for directors who serve on an audit committee of a board of directors established by the Securities Exchange Act and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which any class of Partnership Interests is listed or admitted to trading.

“ Contributed Property ” means each property, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

“ Contribution Agreement ” means that certain Contribution, Conveyance and Assumption Agreement, dated as of November 26, 2012, among the General Partner, the Partnership, Alon Energy, Alon Assets, Alon Refining, Alon Operating, Alon USA LP and Alon USA GP, together with any additional conveyance documents and instruments contemplated or referenced thereunder.

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“ Curative Allocation ” means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(b)(ix).

“ Current Market Price ” means, in respect of any class of Limited Partner Interests, as of the date of determination, the average of the daily Closing Prices per Limited Partner Interest of such class for the 20 consecutive Trading Days immediately prior to such date.

“ Delaware Act ” means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“ Departing General Partner ” means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or 11.2.

“ Derivative Instruments ” means options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative instruments relating to, convertible into or exchangeable for Partnership Interests.

“ Economic Risk of Loss ” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

“ Eligibility Certificate ” is defined in Section 4.8(b).

“ Eligible Holder ” means a Limited Partner whose (a) U.S. federal income tax status would not, in the determination of the General Partner, have the material adverse effect described in Section 4.8(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.8(ii).

“ Event of Withdrawal ” is defined in Section 11.1(a).

“ General Partner ” means Alon USA Partners GP, LLC, a Delaware limited liability company, and its successors and permitted assigns that are admitted to the Partnership as general partner of the Partnership, in their capacities as general partner of the Partnership (except as the context otherwise requires).

“ General Partner Interest ” means the management interest of the General Partner in the Partnership (in its capacity as a general partner and without reference to any Limited Partner Interest held by it) and includes any and all rights, powers and benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement. The General Partner Interest does not include any rights to ownership or profits or losses or any rights to receive distributions from operations or upon the liquidation or winding-up of the Partnership.

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“ Gross Liability Value ” means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

“ Group ” means a Person that with or through any of its Affiliates or Associates has any contract, arrangement, understanding or relationship for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response to a proxy or consent solicitation made to 10 or more Persons), exercising investment power or disposing of any Partnership Interests with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, Partnership Interests.

“ Group Member ” means a member of the Partnership Group.

“ Group Member Agreement ” means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

“ Holder ” (as used in Section 7.12) is defined in Section 7.12(a).

“ Indemnified Persons ” is defined in Section 7.12(c).

“ Indemnitee ” means (a) any General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner or any Departing General Partner, (d) any Person who is or was a manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of (i) any Group Member, a General Partner or any Departing General Partner or (ii) any Affiliate of any Group Member, a General Partner or any Departing General Partner, (e) any Person who is or was serving at the request of a General Partner, any Departing General Partner or any of their respective Affiliates as an officer, director, manager, managing member, general partner, employee, agent, fiduciary or trustee of another Person owing a fiduciary or similar duty to any Group Member; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (f) any Person who controls a General Partner or Departing General Partner and (g) any Person the General Partner designates as an “Indemnitee” for purposes of this Agreement because such Person’s service, status or relationship exposes such Person to potential claims, demands, actions, suits or proceedings relating to the Partnership Group’s business and affairs.

“ Ineligible Holder ” is defined in Section 4.8(c).

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“ Initial Limited Partners ” means the Organizational Limited Partner (with respect to the Common Units received by it pursuant to Section 5.2) and the Underwriters, in each case upon being admitted to the Partnership in accordance with Section 10.1.

“ Initial Offering ” means the initial offering and sale of Common Units to the public, as described in the Registration Statement, including any Common Units issued pursuant to the exercise of the Underwriters’ Option.

“ Liability ” means any liability or obligation of any nature, whether accrued, contingent or otherwise.

“ Limited Partner ” means, unless the context otherwise requires, each Initial Limited Partner, each additional Person that becomes a Limited Partner pursuant to the terms of this Agreement and any Departing General Partner upon the change of its status from General Partner to Limited Partner pursuant to Section 11.3, in each case, in such Person’s capacity as a limited partner of the Partnership.

“ Limited Partner Interest ” means the ownership interest of a Limited Partner in the Partnership, which may be evidenced by Common Units or other Partnership Interests or a combination thereof or interest therein (but excluding Derivative Instruments), and includes any and all benefits to which such Limited Partner is entitled as provided in this Agreement, together with all obligations of such Limited Partner to comply with the terms and provisions of this Agreement.

“ Liquidation Date ” means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

“ Liquidator ” means one or more Persons selected by the General Partner to perform the functions described in Section 12.4 as liquidating trustee of the Partnership within the meaning of the Delaware Act.

“ LTIP ” means the Alon USA Partners, LP 2012 Long-Term Incentive Plan, as may be amended, or any equity compensation plan successor thereto.

“ Merger Agreement ” is defined in Section 14.1.

“ National Securities Exchange ” means an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act (or any successor to such Section) and any other securities exchange (whether or not registered with the Commission under Section 6(a) (or successor to such Section) of the Securities Exchange Act) that the General Partner shall designate as a National Securities Exchange for purposes of this Agreement.

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“ Net Agreed Value ” means, (a) in the case of any Contributed Property, the Agreed Value of such property reduced by any Liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed and (b) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property (as adjusted pursuant to Section 5.5(d)(ii)) at the time such property is distributed, reduced by any Liability either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution.

“ Net Income ” means, for any taxable period, the excess, if any, of the Partnership’s items of income and gain for such taxable period over the Partnership’s items of loss and deduction for such taxable period. The items included in the calculation of Net Income shall be determined in accordance with Section 5.5 but shall not include any items specially allocated under Section 6.1(b).

“ Net Loss ” means, for any taxable period, the excess, if any, of the Partnership’s items of loss and deduction for such taxable period over the Partnership’s items of income and gain for such taxable period. The items included in the calculation of Net Loss shall be determined in accordance with Section 5.5 but shall not include any items specially allocated under Section 6.1(b).

“ Nonrecourse Built-in Gain ” means with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Section 6.2(b) if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.

“ Nonrecourse Deductions ” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability.

“ Nonrecourse Liability ” has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

“ Notice of Election to Purchase ” is defined in Section 15.1(b).

“ Omnibus Agreement ” means that certain Omnibus Agreement, dated as of November 26, 2012, by and among Alon Energy, Alon Assets, the Partnership and the General Partner.

“ Notice of Election to Purchase ” is defined in Section 15.1(b).

“ Opinion of Counsel ” means a written opinion of counsel (who may be regular counsel to the Partnership or the General Partner or any of its Affiliates) acceptable to the General Partner.

“ Organizational Limited Partner ” means Alon Assets, in its capacity as the organizational limited partner of the Partnership pursuant to this Agreement.

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“ Outstanding ” means, with respect to Partnership Interests, all Partnership Interests that are issued by the Partnership and reflected as outstanding on the Partnership’s books and records as of the date of determination; provided , however , that if at any time any Person or Group (other than the General Partner or its Affiliates, including Alon Energy and any of its Affiliates) beneficially owns 20% or more of the Outstanding Partnership Interests of any class then Outstanding, none of the Partnership Interests owned by such Person or Group shall be entitled to be voted on any matter or be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement, except that Partnership Interests so owned shall be considered to be Outstanding for purposes of Section 11.1(b) (such Partnership Interests shall not, however, be treated as a separate class of Partnership Interests for purposes of this Agreement or the Delaware Act); provided , further , that the foregoing limitation shall not apply to (a) any Person or Group who acquired 20% or more of the Outstanding Partnership Interests of any class then Outstanding directly from the General Partner or its Affiliates (other than the Partnership), (b) any Person or Group who acquired 20% or more of the Outstanding Partnership Interests of any class then Outstanding directly or indirectly from a Person or Group described in clause (a) provided that the General Partner shall have notified such Person or Group in writing that such limitation shall not apply, or (c) any Person or Group who acquired 20% or more of any Partnership Interests issued by the Partnership provided that the General Partner shall have notified such Person or Group in writing that such limitation shall not apply.

“ Partner Nonrecourse Debt ” has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).

“ Partner Nonrecourse Debt Minimum Gain ” has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).

“ Partner Nonrecourse Deductions ” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable to a Partner Nonrecourse Debt.

“ Partners ” means the General Partner and the Limited Partners.

“ Partnership ” means Alon USA Partners, LP, a Delaware limited partnership.

“ Partnership Group ” means, collectively, the Partnership and its Subsidiaries.

“ Partnership Interest ” means any class or series of equity interest in the Partnership, which shall include any General Partner Interest and Limited Partner Interests and, except for purposes of Sections 7.1 through 7.11 and Section 7.13, shall exclude Derivative Instruments.

“ Partnership Minimum Gain ” means that amount determined in accordance with the principles of Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d).

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“ Percentage Interest ” means as of any date of determination (a) as to any Unitholder with respect to Units, the product obtained by multiplying (i) 100% less the percentage applicable to clause (b) below by (ii) the quotient obtained by dividing (A) the number of Units held by such Unitholder, by (B) the total number of Outstanding Units and (b) as to the holders of other Partnership Interests issued by the Partnership in accordance with Section 5.6, the percentage established as a part of such issuance. The Percentage Interest with respect to the General Partner Interest shall at all times be zero.

“ Person ” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“ Pro Rata ” means (a) when used with respect to Units or any class thereof, apportioned among all designated Units in accordance with their relative Percentage Interests and (b) when used with respect to Partners or Record Holders, apportioned among all Partners or Record Holders in accordance with their relative Percentage Interests.

“ Purchase Date ” means the date determined by the General Partner as the date for purchase of all Outstanding Limited Partner Interests of a certain class (other than Limited Partner Interests owned by the General Partner and its Affiliates) pursuant to Article XV.

“ Quarter ” means, unless the context requires otherwise, a fiscal quarter of the Partnership, or, with respect to the fiscal quarter of the Partnership which includes the Closing Date, the portion of such fiscal quarter after the Closing Date.

“ Rate Eligibility Trigger ” is defined in Section 4.8(i).

“ Recapture Income ” means any gain recognized by the Partnership (computed without regard to any adjustment required by Section 734 or Section 743 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset.

“ Record Date ” means the date established by the General Partner or otherwise in accordance with this Agreement for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give approval of Partnership action in writing without a meeting or entitled to exercise rights in respect of any lawful action of Limited Partners or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

“ Record Holder ” means (a) with respect to any class of Partnership Interests for which a Transfer Agent has been appointed, the Person in whose name a Partnership Interest of such class is registered on the books of the Transfer Agent as of the closing of business on a particular Business Day, or (b) with respect to other classes of Partnership Interests, the Person in whose name any such other Partnership Interest is registered on the books that the General Partner has caused to be kept as of the closing of business on such Business Day.

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“ Redeemable Interests ” means any Partnership Interests for which a redemption notice has been given, and has not been withdrawn, pursuant to Section 4.9(a).

“ Registration Statement ” means the Registration Statement on Form S-1 (Registration No. 333-183671) as it has been or as it may be amended or supplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Initial Offering, including any related registration statement filed pursuant to Rule 462(b) under the Securities Act.

“ Required Allocations ” means any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(b)(i), Section 6.1(b)(ii), Section 6.1(b)(iv), Section 6.1(b)(v), Section 6.1(b)(vii) or Section 6.1(b)(ix).

“ Securities Act ” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute.

“ Special Approval ” means approval by a majority of the members of the Conflicts Committee, or, if the Conflicts Committee has only one member, the sole member of the Conflicts Committee.

“ Subsidiary ” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general partner of such partnership, but only if such Person, directly or by one or more Subsidiaries of such Person, or a combination thereof, controls such partnership on the date of determination or (c) any other Person in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“ Surviving Business Entity ” is defined in Section 14.2(b)(ii).

“ Trading Day ” means, for the purpose of determining the Current Market Price of any class of Limited Partner Interests, a day on which the principal National Securities Exchange on which such class of Limited Partner Interests is listed or admitted to trading is open for the transaction of business or, if Limited Partner Interests of a class are not listed or admitted to trading on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

“ transfer ” is defined in Section 4.4(a).

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“ Transfer Agent ” means such bank, trust company or other Person (including the General Partner or one of its Affiliates) as may be appointed from time to time by the Partnership to act as registrar and transfer agent for any class of Partnership Interests; provided , that if no Transfer Agent is specifically designated for any class of Partnership Interests, the General Partner shall act in such capacity.

“ Underwriter ” means each Person named as an underwriter in Schedule I to the Underwriting Agreement who purchases Common Units pursuant thereto.

“ Underwriters’ Option ” means the option to purchase additional Common Units granted to the Underwriters by the Partnership pursuant to the Underwriting Agreement.

“ Underwriting Agreement ” means that certain Underwriting Agreement, dated November 19, 2012, by and among the Underwriters, the Partnership, the General Partner and the other parties thereto, providing for the purchase of Common Units by the Underwriters.

“ Unit ” means a Partnership Interest that is designated as a “Unit” and shall include Common Units but shall not include the General Partner Interest.

“ Unitholders ” means the holders of Units.

“ Unit Majority ” means at least a majority of the Outstanding Common Units.

“ Unrealized Gain ” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the fair market value of such property as of such date (as determined under Section 5.5(d)) over (b) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date).

“ Unrealized Loss ” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date) over (b) the fair market value of such property as of such date (as determined under Section 5.5(d)).

“ Unrestricted Person ” means (a) each Indemnitee, (b) each Partner, (c) each Person who is or was a member, partner, director, officer, employee or agent of any Group Member, a General Partner or any Departing General Partner or any Affiliate of any Group Member, a General Partner or any Departing General Partner and (d) any Person the General Partner designates as an “Unrestricted Person” for purposes of this Agreement.

“ U.S. GAAP ” means United States generally accepted accounting principles, as in effect from time to time, consistently applied.

“ Withdrawal Opinion of Counsel ” is defined in Section 11.1(b).

Section 1.2 Construction . Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the

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terms “include”, “includes”, “including” and words of like import shall be deemed to be followed by the words “without limitation”; and (d) the terms “hereof”, “herein” and “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE II

ORGANIZATION

Section 2.1 Formation . The General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Organizational Limited Partner hereby amend and restate the original Agreement of Limited Partnership of the Partnership in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.

Section 2.2 Name . The name of the Partnership shall be “Alon USA Partners, LP.” The Partnership’s business may be conducted under any other name or names as determined by the General Partner, including the name of the General Partner. The words “Limited Partnership,” the letters “LP” or “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The General Partner may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.

Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices . Unless and until changed by the General Partner, the registered office of the Partnership in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be The Corporation Trust Company. The principal office of the Partnership shall be located at 12700 Central Park Drive, Suite 1600, Dallas, Texas 75251, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner determines to be necessary or appropriate. The address of the General Partner shall be 12700 Central Park Drive, Suite 1600, Dallas, Texas 75251, or such other place as the General Partner may from time to time designate by notice to the Limited Partners.

Section 2.4 Purpose and Business . The purpose and nature of the business to be conducted by the Partnership shall be to (a) engage directly in, or enter into or form, hold and dispose of any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the General Partner, in its sole discretion, and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act and, in connection therewith, to exercise all of the rights

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and powers conferred upon the Partnership pursuant to the agreements relating to such business activity, and (b) do anything necessary or appropriate to the foregoing, including the making of capital contributions or loans to a Group Member; provided , however , that the General Partner shall not cause the Partnership to engage, directly or indirectly, in any business activity that the General Partner determines would be reasonably likely to cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for U.S. federal income tax purposes. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve, and may, in its sole discretion, decline to propose or approve, the conduct by the Partnership of any business.

Section 2.5 Powers . The Partnership shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Partnership.

Section 2.6 Term . The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue in existence until the dissolution of the Partnership in accordance with the provisions of Article XII. The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware Act.

Section 2.7 Title to Partnership Assets . Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided , however , that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided , further , that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.

ARTICLE III

RIGHTS OF LIMITED PARTNERS

Section 3.1 Limitation of Liability . The Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement or the Delaware Act.

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Section 3.2 Management of Business . No Limited Partner, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Delaware Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. All actions taken by any Affiliate of the General Partner or any officer, director, employee, manager, member, general partner, agent or trustee of the General Partner or any of its Affiliates, or any officer, director, employee, manager, member, general partner, agent or trustee of a Group Member, in its capacity as such, shall not be deemed to be participation in the control of the business of the Partnership by a limited partner of the Partnership (within the meaning of Section 17-303(a) of the Delaware Act) and shall not affect, impair or eliminate the limitations on the liability of the Limited Partners under this Agreement.

Section 3.3 Outside Activities of the Limited Partners . Subject to the provisions of Section 7.6, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, each Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

Section 3.4 Rights of Limited Partners

(a) Each Limited Partner shall have the right, for a purpose that is reasonably related, as determined by the General Partner, to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense, to obtain:

(i) true and full information regarding the status of the business and financial condition of the Partnership (provided that the requirements of this Section 3.4(a)(i) shall be satisfied to the extent the Limited Partner is furnished the Partnership’s most recent annual report and any subsequent quarterly or periodic reports required to be filed (or which would be required to be filed) with the Commission pursuant to Section 13 of the Securities Exchange Act);

(ii) a current list of the name and last known business, residence or mailing address of each Record Holder; and

(iii) a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with copies of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed.

(b) The rights to information granted the Limited Partners pursuant to Section 3.4(a) replace in their entirety any rights to information provided for in Section 17-305(a) of the Delaware Act and each of the Partners and each other Person or Group who acquires an interest in Partnership Interests hereby agrees to the fullest extent permitted by law

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that they do not have any rights as Partners to receive any information either pursuant to Sections 17-305(a) of the Delaware Act or otherwise except for the information identified in Section 3.4(a).

(c) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner deems reasonable, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes (A) is not in the best interests of the Partnership Group, (B) could damage the Partnership Group or its business or (C) that any Group Member is required by law or by agreement with any third party to keep confidential (other than agreements with Affiliates of the Partnership the primary purpose of which is to circumvent the obligations set forth in this Section ).

(d) Notwithstanding any other provision of this Agreement or Section 17-305 of the Delaware Act, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement hereby agrees to the fullest extent permitted by law that they do not have rights to receive information from the Partnership or any Indemnitee for the purpose of determining whether to pursue litigation or assist in pending litigation against the Partnership or any Indemnitee relating to the affairs of the Partnership except pursuant to the applicable rules of discovery relating to litigation commenced by such Person.

ARTICLE IV

CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP

INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS

Section 4.1 Certificates . Notwithstanding anything to the contrary herein, unless the General Partner shall determine otherwise in respect of some or all of any or all classes of Partnership Interests, Partnership Interests shall not be evidenced by certificates. Certificates that may be issued shall be executed on behalf of the Partnership by the Executive Chairman, the President and Chief Executive Officer, the Chief Financial Officer, any Senior Vice President or Vice President or the Secretary or any Assistant Secretary of the General Partner. No Certificate for a class of Partnership Interests shall be valid for any purpose until it has been countersigned by the Transfer Agent for such class of Partnership Interests; provided , however , that if the General Partner elects to cause the Partnership to issue Partnership Interests of such class in global form, the Certificate shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Partnership Interests have been duly registered in accordance with the directions of the Partnership.

Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates.

(a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests as the Certificate so surrendered.

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(b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate:

(i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen;

(ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and

(iv) satisfies any other reasonable requirements imposed by the General Partner.

If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate.

(c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Section 4.3 Record Holders . The Partnership shall be entitled to recognize the Record Holder as the Partner with respect to any Partnership Interest and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such Partnership Interest on the part of any other Person, regardless of whether the Partnership shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Partnership Interests, as between the Partnership on the one hand, and such other Persons on the other, such representative Person shall be (a) the Record Holder of such Partnership Interest and (b) bound by this Agreement and shall have the rights and obligations of a Partner hereunder as, and to the extent, provided herein.

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Section 4.4 Transfer Generally .

(a) The term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall mean a transaction (i) by which the General Partner assigns its General Partner Interest to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise (other than any pledge of the General Partner Interest to secure borrowings under the Partnership’s credit facilities) or (ii) by which the holder of a Limited Partner Interest assigns such Limited Partner Interest to another Person who is or becomes a Limited Partner, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, excluding a pledge, encumbrance, hypothecation or mortgage but including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.

(b) No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall be, to the fullest extent permitted by law, null and void.

(c) Nothing contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner or other owner of any Partner of any or all of the shares of stock, membership interests, partnership interests or other ownership interests in such Partner and the term “transfer” shall not mean any such disposition.

Section 4.5 Registration and Transfer of Limited Partner Interests .

(a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

(b) The Partnership shall not recognize any transfer of Limited Partner Interests evidenced by Certificates until the Certificates evidencing such Limited Partner Interests are surrendered for registration of transfer. No charge shall be imposed by the General Partner for such transfer; provided , that as a condition to the issuance of any new Certificate under this Section 4.5, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. Upon surrender of a Certificate for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions hereof, the appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and in the case of Certificates evidencing Limited Partner Interests, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the Certificate so surrendered.

(c) Subject to (i) the foregoing provisions of this Section 4.5, (ii) Section 4.3, (iii) Section 4.7, (iv) with respect to any class or series of Limited Partner Interests, the

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provisions of any statement of designations or an amendment to this Agreement establishing such class or series, (v) any contractual provisions binding on any Limited Partner and (vi) provisions of applicable law including the Securities Act, Limited Partner Interests shall be freely transferable.

(d) The General Partner and its Affiliates shall have the right at any time to transfer their Common Units to one or more Persons.

Section 4.6 Transfer of the General Partner’s General Partner Interest .

(a) The General Partner may at its option transfer all or any part of its General Partner Interest without Unitholder approval.

(b) Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability under the Delaware Act of any Limited Partner or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed) and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership interest held by the General Partner as the general partner or managing member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.2, be admitted to the Partnership as the General Partner effective immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution.

Section 4.7 Restrictions on Transfers .

(a) Notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed).

(b) The General Partner may impose restrictions on the transfer of Partnership Interests if it determines, with the advice of counsel, that such restrictions are necessary or advisable to (i) avoid a significant risk of the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes or (ii) preserve the uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may impose such restrictions by amending this Agreement; provided , however , that any

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amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then listed or admitted to trading must be approved, prior to such amendment being effected, by the holders of at least a majority of the Outstanding Limited Partner Interests of such class.

(c) Nothing contained in this Agreement, other than Section 4.7(a), shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading.

Section 4.8 Eligibility Certificates; Ineligible Holders .

(a) If at any time the General Partner determines, with the advice of counsel, that:

(i) the U.S. federal income tax status (or lack of proof of the U.S. federal income tax status) of one or more Limited Partners or their beneficial owners has, or is reasonably likely to have, a material adverse effect on the rates that can be charged to customers by any Group Member with respect to assets that are subject to regulation by the Federal Energy Regulatory Commission or similar regulatory body (a “ Rate Eligibility Trigger ”); or

(ii) any Group Member is subject to any federal, state or local law or regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner (a “ Citizenship Eligibility Trigger ”);

then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or appropriate to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the U.S. federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or appropriate to reduce risk of the occurrence of a material adverse effect on the rates that can be charged to customers by any Group Member or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status of the Limited Partner and, to the extent relevant, their beneficial owners as the General Partner determines to be necessary or appropriate to eliminate or mitigate a significant risk of cancellation or forfeiture of any properties or interests therein of a Group Member.

(b) Such amendments may include provisions requiring all Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as a Partner (any such required certificate, an “ Eligibility Certificate ”).

(c) Such amendments may provide that any Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’)

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status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner (or its beneficial owner) is not an Eligible Holder (an “ Ineligible Holder ”), the Partnership Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.9. In addition, the General Partner shall be substituted and treated as the owner of all Partnership Interests owned by an Ineligible Holder.

(d) The General Partner shall, in exercising voting rights in respect of Partnership Interests held by it on behalf of Ineligible Holders, cast such votes in the same manner and in the same ratios as the votes of Partners (including the General Partner and its Affiliates) in respect of Partnership Interests other than those of Ineligible Holders are cast.

(e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for purposes hereof as a purchase by the Partnership from the Ineligible Holder of the portion of his Partnership Interest representing his right to receive his share of such distribution in kind.

(f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Partnership Interests of such Ineligible Holder not redeemed pursuant to Section 4.9, such Ineligible Holder be admitted as a Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the owner in respect of such Ineligible Holder’s Partnership Interests.

Section 4.9 Redemption of Partnership Interests of Ineligible Holders .

(a) If at any time a Partner fails to furnish an Eligibility Certificate or other information requested within the period of time specified in amendments adopted pursuant to Section 4.8 or if upon receipt of such Eligibility Certificate, the General Partner determines, with the advice of counsel, that a Partner is an Ineligible Holder, the Partnership may, unless the Partner establishes to the satisfaction of the General Partner that such Partner is an Eligible Holder or has transferred his Limited Partner Interests to a Person who is an Eligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Partner as follows:

(i) The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Partner, at his last address designated on the records of the Partnership or the Transfer Agent, as applicable, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon redemption of the Redeemable Interests (or, if later in the case of Redeemable Interests evidenced by Certificates, upon

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surrender of the Certificate evidencing the Redeemable Interests) and that on and after the date fixed for redemption no further allocations or distributions to which the Partner would otherwise be entitled in respect of the Redeemable Interests will accrue or be made.

(ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Partnership Interests of the class to be so redeemed multiplied by the number of Partnership Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date.

(iii) The Partner or his duly authorized representative shall be entitled to receive the payment for the Redeemable Interests at the place of payment specified in the notice of redemption on the redemption date (or, if later in the case of Redeemable Interests evidenced by Certificates, upon surrender by or on behalf of the Partner at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank).

(iv) After the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests.

(b) The provisions of this Section 4.9 shall also be applicable to Partnership Interests held by a Partner as nominee of a Person determined to be an Ineligible Holder.

(c) Nothing in this Section 4.9 shall prevent the recipient of a notice of redemption from transferring his Partnership Interest before the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice of redemption, provided the transferee of such Partnership Interest certifies to the satisfaction of the General Partner that he is an Eligible Holder. If the transferee fails to make such certification, such redemption will be effected from the transferee on the original redemption date.

ARTICLE V

CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

Section 5.1 Organizational Contributions . In connection with the formation of the Partnership under the Delaware Act, the General Partner has been admitted as the sole General Partner of the Partnership. The Organizational Limited Partner made an initial Capital Contribution to the Partnership in the amount of $1,000.00 in exchange for a Limited Partner Interest equal to a 100% Percentage Interest and has been admitted as a Limited Partner of the Partnership.

Section 5.2 Contributions by the Organizational Limited Partner . On the Closing Date and pursuant to the Contribution Agreement, Alon Assets contributed Alon USA Delaware, Alon USA GP II, LLC and Alon Refining to the Partnership in exchange for 51,000,000 Common Units.

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Section 5.3 Contributions by Public through Underwriters .

(a) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter contributed cash to the Partnership in exchange for the issuance by the Partnership of Common Units, including Common Units issued pursuant to the Underwriters’ option to purchase additional Common Units, to each Underwriter, all as set forth in the Underwriting Agreement.

(b) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Section 5.4 Interest and Withdrawal . No interest shall be paid by the Partnership on Capital Contributions. No Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Partnership may be considered as such by law and then only to the extent provided for in this Agreement. Except to the extent expressly provided in this Agreement, no Partner shall have priority over any other Partner either as to the return of Capital Contributions or as to profits, losses or distributions. Any such return shall be a compromise to which all Partners agree within the meaning of Section 17-502(b) of the Delaware Act.

Section 5.5 Capital Accounts .

(a) The Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with respect to such Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to such Partnership Interest and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all actual and deemed distributions of cash or property made with respect to such Partnership Interest and (y) all items of Partnership deduction and loss computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1.

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(b) For purposes of computing the amount of any item of income, gain, loss or deduction that is to be allocated pursuant to Article VI and is to be reflected in the Partners’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes (including any method of depreciation, cost recovery or amortization used for that purpose), provided , that:

(i) Solely for purposes of this Section 5.5, the Partnership shall be treated as owning directly its proportionate share (as determined by the General Partner based upon the provisions of the applicable Group Member Agreement) of all property owned by (x) any other Group Member that is classified as a partnership for U.S. federal income tax purposes and (y) any other partnership, limited liability company, unincorporated business or other entity classified as a partnership for U.S. federal income tax purposes of which a Group Member is, directly or indirectly, a partner, member or other equity holder.

(ii) All fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither be deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the time such fees and other expenses are incurred and shall be allocated among the Partners pursuant to Section 6.1.

(iii) Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code that may be made by the Partnership and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for U.S. federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss.

(iv) Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the property’s Carrying Value as of such date.

(v) Any deductions for depreciation, cost recovery or amortization attributable to any Contributed Property or Adjusted Property shall be determined under the rules prescribed by Treasury Regulation Section 1.704-3(d)(2) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment.

(vi) The Gross Liability Value of each Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i) shall be adjusted at such times as provided in this Agreement for an adjustment to Carrying Values. The amount of any such adjustment shall be treated for purposes hereof as an item of loss (if the adjustment increases the Carrying Value of such Liability of the Partnership) or an item of gain (if the adjustment decreases the Carrying Value of such Liability of the Partnership).

(c) A transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to the Partnership Interest so transferred.

(d) (i) Consistent with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Partnership Interests for cash or Contributed Property, the issuance

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of Partnership Interests as consideration for the provision of services or the conversion of the Combined Interest to Common Units pursuant to Section 11.3(a), the Carrying Value of each Partnership property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, and any such Unrealized Gain or Unrealized Loss shall be treated, for purposes of maintaining Capital Accounts, as if it had been recognized on an actual sale of each such property for an amount equal to its fair market value immediately prior to such issuance and had been allocated among the Partners at such time pursuant to Section 6.1 in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated; provided , however , that in the event of an issuance of Partnership Interests for a de minimis amount of cash or Contributed Property, or in the event of an issuance of a de minimis amount of Partnership Interests as consideration for the provision of services, the General Partner may determine that such adjustments are unnecessary for the proper administration of the Partnership. In determining such Unrealized Gain or Unrealized Loss, the aggregate fair market value of all Partnership property (including cash or cash equivalents) immediately prior to the issuance of additional Partnership Interests shall be determined by the General Partner using such method of valuation as it may adopt. In making its determination of the fair market values of individual properties, the General Partner may determine that it is appropriate to first determine an aggregate value for the Partnership, based on the current trading price of the Common Units, and taking fully into account the fair market value of the Partnership Interests of all Partners at such time, and then allocate such aggregate value among the individual properties of the Partnership (in such manner as it determines appropriate).

(ii) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Partner of any Partnership property (other than a distribution of cash that is not in redemption or retirement of a Partnership Interest), the Carrying Value of all Partnership property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, and any such Unrealized Gain or Unrealized Loss shall be treated, for purposes of maintaining Capital Accounts, as if it had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value, and had been allocated among the Partners, at such time, pursuant to Section 6.1 in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated. In determining such Unrealized Gain or Unrealized Loss the aggregate fair market value of all Partnership property (including cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an actual or deemed distribution other than a distribution made pursuant to Section 12.4, be determined in the same manner as that provided in Section 5.5(d)(i) or (B) in the case of a liquidating distribution pursuant to Section 12.4, be determined by the Liquidator using such method of valuation as it may adopt.

Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments .

(a) The Partnership may issue additional Partnership Interests and Derivative Instruments for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

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(b) Each additional Partnership Interest authorized to be issued by the Partnership pursuant to Section 5.6(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Interests), as shall be fixed by the General Partner, including (i) the right to share in Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Partnership Interest (including sinking fund provisions); (v) whether such Partnership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Interest will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Interest; and (viii) the right, if any, of each such Partnership Interest to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Interest.

(c) The General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Partnership Interests and Derivative Instruments pursuant to this Section 5.6, (ii) the conversion of the Combined Interest to Units pursuant to the terms of this Agreement, (iii) reflecting the admission of such additional Limited Partners in the books and records of the Partnership as the Record Holder of such Limited Partner Interest and (iv) all additional issuances of Partnership Interests. The General Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Interests being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Interests or in connection with the conversion of the Combined Interest into Common Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Interests are listed or admitted to trading.

(d) No fractional Units shall be issued by the Partnership.

Section 5.7 Limited Preemptive Right . Except as provided in this Section 5.7 or as otherwise provided in a separate agreement by the Partnership, no Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Interest, whether unissued, held in the treasury or hereafter created. The General Partner shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates, to purchase Partnership Interests from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Interests to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Partnership Interests.

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Section 5.8 Splits and Combinations .

(a) Subject to Section 5.8(d), the Partnership may make a Pro Rata distribution of Partnership Interests to all Record Holders or may effect a subdivision or combination of Partnership Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event.

(b) Whenever such a distribution, subdivision or combination of Partnership Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.

(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates to the Record Holders of Partnership Interests as of the applicable Record Date representing the new number of Partnership Interests held by such Record Holders, or the General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, the surrender of any Certificate held by such Record Holder immediately prior to such Record Date.

(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.8(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Section 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests . All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-607 or 17-804 of the Delaware Act.

ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS

Section 6.1 Allocations for Capital Account Purposes . For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the

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Partnership’s items of income, gain, loss and deduction (computed in accordance with Section 5.5(b)) for each taxable period shall be allocated among the Partners as provided herein below.

(a) Net Income and Net Loss .

(i) Net Income . Net Income for each taxable period (including a pro rata part of each item of income, gain, loss and deduction taken into account in computing Net Income for such taxable period) shall be allocated as follows:

(A) First, to the General Partner until the aggregate of the Net Income allocated to the General Partner pursuant to this Section 6.1(a)(i)(A) for the current and all previous taxable periods is equal to the aggregate of the Net Loss allocated to the General Partner pursuant to Section 6.1(a)(ii)(B) for all previous taxable periods; and

(B) The balance, if any, 100% to the Unitholders, Pro Rata.

(ii) Net Loss . Net Loss for each taxable period (including a pro rata part of each item of income, gain, loss and deduction taken into account in computing Net Loss for such taxable period) shall be allocated as follows:

(A) First, to the Unitholders, Pro Rata; provided, that Net Loss shall not be allocated pursuant to this Section 6.1(a)(ii)(A) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable period (or increase any existing deficit balance in its Adjusted Capital Account); and

(B) The balance, if any, 100% to the General Partner.

(b) Special Allocations . Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period:

(i) Partnership Minimum Gain Chargeback . Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(b) with respect to such taxable period (other than an allocation pursuant to Section 6.1(b)(vi) and Section 6.1(b)(vii)). This Section 6.1(b)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

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(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain . Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(b)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(b), other than Section 6.1(b)(i) and other than an allocation pursuant to Section 6.1(b)(vi) and Section 6.1(b)(vii), with respect to such taxable period. This Section 6.1(b)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii) Priority Allocations . If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “ Excess Distribution ” and the Unit with respect to which the greater distribution is paid, an “ Excess Distribution Unit ”), then there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(b)(iii) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution.

(iv) Qualified Income Offset . In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership gross income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible; provided , that an allocation pursuant to this Section 6.1(b)(iv) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Section 6.1 have been tentatively made as if this Section 6.1(b)(iv) were not in this Agreement.

(v) Gross Income Allocation . In the event any Partner has a deficit balance in its Capital Account at the end of any taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided ,

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that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account after all other allocations provided for in this Section 6.1 have been tentatively made as if Section 6.1(b)(iv) and this Section 6.1(b)(v) were not in this Agreement.

(vi) Nonrecourse Deductions . Nonrecourse Deductions for any taxable period shall be allocated to the Partners Pro Rata. If the General Partner determines that the Partnership’s Nonrecourse Deductions should be allocated in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized to revise the prescribed ratio to the numerically closest ratio that does satisfy such requirements.

(vii) Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, the Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss.

(viii) Nonrecourse Liabilities . For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners Pro Rata.

(ix) Code Section 754 Adjustments . To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution to a Partner in complete liquidation of such Partner’s interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) taken into account pursuant to Section 5.5, and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

(x) Economic Uniformity; Changes in Law . For the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class or classes thereof), the General Partner shall (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations of income, gain, loss, deduction, Unrealized Gain or Unrealized Loss; and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 6.1(b)(viii)

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only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Outstanding Limited Partner Interests or the Partnership.

(xi) Curative Allocation .

(A) Notwithstanding any other provision of this Section 6.1, other than the Required Allocations, the Required Allocations shall be taken into account in making the Agreed Allocations so that, to the extent possible, the net amount of items of gross income, gain, loss and deduction allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner under the Agreed Allocations had the Required Allocations and the related Curative Allocation not otherwise been provided in this Section 6.1. In exercising its discretion under this Section 6.1(b)(xi)(A), the General Partner may take into account future Required Allocations that, although not yet made, are likely to offset other Required Allocations previously made. Allocations pursuant to this Section 6.1(b)(xi)(A) shall only be made with respect to Required Allocations to the extent the General Partner determines that such allocations will otherwise be inconsistent with the economic agreement among the Partners.

(B) The General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(b)(xi)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 6.1(b)(xi)(A) among the Partners in a manner that is likely to minimize such economic distortions.

Section 6.2 Allocations for Tax Purposes .

(a) Except as otherwise provided herein, for U.S. federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.

(b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deduction shall be allocated for U.S. federal income tax purposes among the Partners in the manner provided under Section 704(c) of the Code, and the Treasury Regulations promulgated under Section 704(b) and 704(c) of the Code, as determined appropriate by the General Partner (taking into account the General Partner’s discretion under Section 6.1(b)(viii)); provided , that the General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d) in all events.

(c) The General Partner may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation or amortization method and useful life applied to the

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unamortized Book-Tax Disparity of such property, despite any inconsistency of such approach with Treasury Regulation Section 1.167(c)-l(a)(6) or any successor regulations thereto. If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt depreciation and amortization conventions under which all purchasers acquiring Limited Partner Interests in the same month would receive depreciation and amortization deductions, based upon the same applicable rate as if they had purchased a direct interest in the Partnership’s property. If the General Partner chooses not to utilize such aggregate method, the General Partner may use any other depreciation and amortization conventions to preserve the uniformity of the intrinsic tax characteristics of any Limited Partner Interests, so long as such conventions would not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes of Limited Partner Interests.

(d) In accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.2, be characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.

(e) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided , however , that such allocations, once made, shall be adjusted (in the manner determined by the General Partner) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code.

(f) Each item of Partnership income, gain, loss and deduction shall, for U.S. federal income tax purposes, be determined for each Quarter and prorated on a monthly basis and shall be allocated to the Partners as of the opening of the National Securities Exchange on which Partnership Interests are listed or admitted to trading on the first Business Day of each month; provided , however , such items for the period beginning on the Closing Date and ending on the last day of the month in which the Closing Date occurs shall be allocated to the Partners who are issued Units as a result of the transactions contemplated by the Contribution Agreement or the Underwriting Agreement; and provided , further , that gain or loss on a sale or other disposition of any assets of the Partnership or any other extraordinary item of income, gain, loss or deduction as determined by the General Partner, shall be allocated to the Partners as of the opening of the National Securities Exchange on which Partnership Interests are listed or admitted to trading on the first Business Day of the month in which such item is recognized for federal income tax purposes. The General Partner may revise, alter or otherwise modify such methods of allocation to the extent the General Partner determines necessary or appropriate to comply with Section 706 of the Code and the regulations or rulings promulgated thereunder or for the proper administration of the Partnership.

(g) Allocations that would otherwise be made to a Limited Partner under the provisions of this Article VI shall instead be made to the beneficial owner of Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method determined by the General Partner.

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Section 6.3 Distributions; Distributions to Record Holders .

(a) The General Partner may adopt a cash distribution policy, which it may change from time to time without amendment to this Agreement. Distributions, if any, will be made as and when declared by the General Partner and will be made by the Partnership to the Unitholders, Pro Rata.

(b) Notwithstanding Section 6.3(a), in the event of the dissolution and liquidation of the Partnership, all Partnership assets shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.

(c) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

ARTICLE VII

MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1 Management .

(a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no other Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:

(i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations;

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(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;

(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.4 or Article XIV);

(iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;

(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if the same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case);

(vi) the distribution of Partnership cash or cash equivalents, as the case may be;

(vii) the selection, employment, retention and dismissal of employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;

(viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees;

(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time);

(x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;

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(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange;

(xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of Derivative Instruments;

(xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member; and

(xv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership.

(b) Each of the Partners and each other Person who acquires an interest in a Partnership Interest and each other Person who is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in the case of each agreement other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners, the other Persons who acquire a Partnership Interest and the Persons who are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) shall not constitute a breach by the General Partner of any fiduciary or other duty existing at law, in equity or otherwise that the General Partner may owe the Partnership, the Limited Partners, the other Persons who acquire an interest in a Partnership Interest or the Persons who are otherwise bound by this Agreement.

Section 7.2 Replacement of Fiduciary Duties . Notwithstanding any other provision of this Agreement, to the extent that any provision of this Agreement purports or is interpreted (a) to have the effect of replacing, restricting or eliminating the duties that might otherwise, as a result of Delaware or other applicable law, be owed by the General Partner or any other Indemnitee to the Partnership, the Limited Partners, any other Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement, or (b) to constitute a waiver or consent by the Partnership, the Limited Partners, any other Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement to any such

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replacement or restriction, such provision shall be deemed to have been approved by the Partnership, all the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who is bound by this Agreement.

Section 7.3 Certificate of Limited Partnership . The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Partner.

Section 7.4 Restrictions on the General Partner’s Authority . Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions without the approval of a Unit Majority; provided , however , that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance.

Section 7.5 Reimbursement of the General Partner .

(a) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person (including Affiliates of the General Partner), to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), and (ii) all other expenses allocable to the Partnership Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the expenses that are allocable to any member of the Partnership Group. Reimbursements pursuant to this Section 7.5 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7. The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income

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tax or any tax based upon revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment for such management fee exceeds the amount of such fee.

(b) The General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership benefit plans, programs and practices (including plans, programs and practices involving the issuance of Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any benefit plan, program or practice maintained or sponsored by the General Partner or any of its Affiliates, in each case for the benefit of employees, officers, consultants and directors of the General Partner or its Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees, officers, consultants and directors pursuant to any such benefit plans, programs or practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates, from the Partnership or otherwise, to fulfill awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.5(a). Any and all obligations of the General Partner under any benefit plans, programs or practices adopted by the General Partner as permitted by this Section 7.5(b) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

Section 7.6 Outside Activities .

(a) The General Partner, for so long as it is the General Partner of the Partnership shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (i) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement, (ii) the acquiring, owning or disposing of debt securities or equity interests in any Group Member or (iii) the provision of management, advisory and administrative services to its Affiliates or to other Persons.

(b) Each Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member. No such business interest or activity shall constitute a breach of this Agreement, any fiduciary or other duty existing at law, in equity or otherwise, or obligation of any type whatsoever to the Partnership or other Group Member, any Partner, any Person who acquires an interest in a Partnership Interest or any Person who is otherwise bound by this Agreement.

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(c) Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Unrestricted Person (including the General Partner). No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have any duty to communicate or offer such opportunity to any Group Member, and such Unrestricted Person (including the General Partner shall not be liable to the Partnership or any other Group Member, any Partner, any person who acquires a Partnership Interest or any other Person who is otherwise bound by this Agreement for breach of any fiduciary or other duty existing at law, in equity or otherwise by reason of the fact that such Unrestricted Person (including the General Partner) pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not communicate such opportunity or information to any Group Member.

(d) The General Partner and each of its Affiliates may acquire Units or other Partnership Interests in addition to those acquired on the Closing Date and, except as otherwise expressly provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units or other Partnership Interests acquired by them. The term “ Affiliates ” when used in this Section 7.6(d) with respect to the General Partner shall not include any Group Member.

Section 7.7 Indemnification .

(a) To the fullest extent permitted by law, all Indemnitees shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided , that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate such indemnification.

(b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in appearing at, participating in or defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the Indemnitee is not entitled

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to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.7.

(c) The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of an Indemnitee and such other Persons as the General Partner shall determine, against any liability that may be asserted against, or expense that may be incurred by, such Indemnitee in connection with the Partnership’s activities or such Indemnitee’s activities on behalf of the Partnership, regardless of whether the Partnership would have the power to indemnify such Indemnitee against such liability under the provisions of this Agreement.

(e) For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7.7(a); and action taken or omitted by an Indemnitee with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Partnership.

(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h) The provisions of this Section 7.7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(i) No amendment, modification or repeal of this Section 7.7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.7

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as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.8 Liability of Indemnitees .

(a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, the Partners or any other Persons who have acquired interests in a Partnership Interest or is otherwise bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. In the case where an Indemnitee is liable for damages, those damages shall only be direct damages and shall not include punitive damages, consequential damages or lost profits.

(b) The General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

(c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Partnership, the Partners, any Person who acquires an interest in a Partnership Interest or is otherwise bound by this Agreement, the General Partner and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable, to the fullest extent permitted by law, to the Partnership, the Partners, any Person who acquires an interest in a Partnership Interest or is otherwise bound by this Agreement, for its reliance on the provisions of this Agreement.

(d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.9 Standards of Conduct and Modification of Duties .

(a) Whenever the General Partner, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any Affiliates of the General Partner cause the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided for in this Agreement, the General Partner, the Board of Directors, such committee or such

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Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any higher standard contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. A determination, other action or failure to act by the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) will be deemed to be in good faith unless the General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) believed such determination, other action or failure to act was adverse to the interests of the Partnership. In any proceeding brought by the Partnership, any Limited Partner, or any Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith.

(b) Whenever the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to do so, in its individual capacity as opposed to in its capacity as the general partner of the Partnership, whether under this Agreement or any other agreement contemplated hereby or otherwise, then the General Partner, or such Affiliates causing it to do so, are entitled, to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any fiduciary duty or other duty existing at law, in equity or otherwise or obligation whatsoever to the Partnership, any Limited Partner, any other Person who acquires an interest in a Partnership Interest or any other Person who otherwise is bound by this Agreement, and the General Partner, or such Affiliates causing it to do so, shall not, to the fullest extent permitted by law, be required to act in good faith or pursuant to any other standard imposed by this Agreement or any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. By way of illustration and not of limitation, whenever the phrases, “at the option of the General Partner,” “in its sole discretion” or some variation of those phrases, are used in this Agreement, it indicates that the General Partner is acting in its individual capacity. For the avoidance of doubt, whenever the General Partner votes or transfers its Partnership Interests, or refrains from voting or transferring its Partnership Interests, it shall be acting in its individual capacity.

(c) Whenever a potential conflict of interest exists or arises between the General Partner or any Affiliates, on the one hand, and the Partnership, any Group Member or any Partner, any other Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement on the other hand, the General Partner may in its discretion submit any resolution or course of action with respect to such conflict of interest for (i) Special Approval or (ii) approval by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates). If such course of action or resolution receives Special Approval or approval of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), then such course of action or resolution shall be conclusively deemed approved by the Partnership, all the Partners, each Person who acquires an interest in a Partnership Interest and each other Person who is bound by this Agreement, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any fiduciary or other duty existing at law, in equity or otherwise or obligation of any type whatsoever.

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(d) Notwithstanding anything to the contrary in this Agreement, the General Partner and its Affiliates or any other Indemnitee shall have no duty or obligation, express or implied, to (i) sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business or (ii) permit any Group Member to use any facilities or assets of the General Partner and its Affiliates, except as may be provided in contracts entered into from time to time specifically dealing with such use. Any determination by the General Partner or any of its Affiliates to enter into such contracts shall be in its sole discretion.

(e) Notwithstanding anything to the contrary in this Agreement, the General Partner may, in its sole discretion, decline to approve any actions by or transactions involving any Group Member that the General Partner believes would materially adversely affect Alon Energy’s ability to continue to comply with any financial covenants contained in its then-existing debt agreements, and any such action taken by the General Partner shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any fiduciary or other duty existing at law, in equity or otherwise or obligation of any type whatsoever.

(f) The Partners, and each Person who acquires an interest in a Partnership Interest or is otherwise bound by this Agreement, hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.

Section 7.10 Other Matters Concerning the General Partner and Indemnitees .

(a) The General Partner and any other Indemnitee may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(b) The General Partner and any other Indemnitee may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

(c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of any Group Member.

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Section 7.11 Purchase or Sale of Partnership Interests . The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

Section 7.12 Registration Rights of the General Partner and Its Affiliates .

(a) If (i) the General Partner or any Affiliate of the General Partner (including for purposes of this Section 7.12, any Person that is an Affiliate of the General Partner at the date hereof notwithstanding that it may later cease to be an Affiliate of the General Partner) holds Partnership Interests that it desires to sell and (ii) Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such holder of Partnership Interests (the “ Holder ”) to dispose of the number of Partnership Interests it desires to sell at the time it desires to do so without registration under the Securities Act, then at the option and upon the request of the Holder, the Partnership shall file with the Commission as promptly as practicable after receiving such request, and use all commercially reasonable efforts to cause to become effective and remain effective for a period of not less than six months following its effective date or such shorter period as shall terminate when all Partnership Interests covered by such registration statement have been sold, a registration statement under the Securities Act registering the offering and sale of the number of Partnership Interests specified by the Holder; provided , however , that the Partnership shall not be required to effect more than three registrations pursuant to this Section 7.12(a); and provided further, however, that if the General Partner determines that a postponement of the requested registration would be in the best interests of the Partnership and its Partners due to a pending transaction, investigation or other event, the filing of such registration statement or the effectiveness thereof may be deferred for up to six months, but not thereafter. In connection with any registration pursuant to the immediately preceding sentence, the Partnership shall (i) promptly prepare and file (A) such documents as may be necessary to register or qualify the securities subject to such registration under the securities laws of such states as the Holder shall reasonably request; provided , however , that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such registration, and (B) such documents as may be necessary to apply for listing or to list the Partnership Interests subject to such registration on such National Securities Exchange as the Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Partnership Interests in such states. Except as set forth in Section 7.12(c), all costs and expenses of any such registration and offering (other than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.

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(b) If the Partnership shall at any time propose to file a registration statement under the Securities Act for an offering of Partnership Interests for cash (other than an offering relating solely to a benefit plan), the Partnership shall use all commercially reasonable efforts to include such number or amount of Partnership Interests held by any Holder in such registration statement as the Holder shall request; provided , that the Partnership is not required to make any effort or take any action to so include the Partnership Interests of the Holder once the registration statement becomes or is declared effective by the Commission, including any registration statement providing for the offering from time to time of Partnership Interests pursuant to Rule 415 of the Securities Act. If the proposed offering pursuant to this Section 7.12(b) shall be an underwritten offering, then, in the event that the managing underwriter or managing underwriters of such offering advise the Partnership and the Holder that in their opinion the inclusion of all or some of the Holder’s Partnership Interests would adversely and materially affect the timing or success of the offering, the Partnership shall include in such offering only that number or amount, if any, of Partnership Interests held by the Holder that, in the opinion of the managing underwriter or managing underwriters, will not so adversely and materially affect the offering. Except as set forth in Section 7.12(c), all costs and expenses of any such registration and offering (other than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.

(c) If underwriters are engaged in connection with any registration referred to in this Section 7.12, the Partnership shall provide indemnification, representations, covenants, opinions and other assurance to the underwriters in form and substance reasonably satisfactory to such underwriters. Further, in addition to and not in limitation of the Partnership’s obligation under Section 7.7, the Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless the Holder, its officers, directors and each Person who controls the Holder (within the meaning of the Securities Act) and any agent thereof (collectively, “ Indemnified Persons ”) from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (hereinafter referred to in this Section 7.12(c) as a “ claim ” and in the plural as “ claims ”) based upon, arising out of or resulting from any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which any Partnership Interests were registered under the Securities Act or any state securities or Blue Sky laws, in any preliminary prospectus (if used prior to the effective date of such registration statement), or in any summary or final prospectus or issuer free writing prospectus or in any amendment or supplement thereto (if used during the period the Partnership is required to keep the registration statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading; provided , however , that the Partnership shall not be liable to any Indemnified Person to the extent that any such claim arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, such preliminary, summary or final prospectus or free writing prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Partnership by or on behalf of such Indemnified Person specifically for use in the preparation thereof.

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(d) The provisions of Section 7.12(a) and Section 7.12(b) shall continue to be applicable with respect to the General Partner (and any of the General Partner’s Affiliates) after it ceases to be a general partner of the Partnership, during a period of two years subsequent to the effective date of such cessation and for so long thereafter as is required for the Holder to sell all of the Partnership Interests with respect to which it has requested during such two-year period inclusion in a registration statement otherwise filed or that a registration statement be filed; provided , however , that the Partnership shall not be required to file successive registration statements covering the same Partnership Interests for which registration was demanded during such two-year period. The provisions of Section 7.12(c) shall continue in effect thereafter.

(e) The rights to cause the Partnership to register Partnership Interests pursuant to this Section 7.12 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such Partnership Interests, provided (i) the Partnership is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the Partnership Interests with respect to which such registration rights are being assigned; and (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms set forth in this Section 7.12.

(f) Any request to register Partnership Interests pursuant to this Section 7.12 shall (i) specify the Partnership Interests intended to be offered and sold by the Person making the request, (ii) express such Person’s present intent to offer such Partnership Interests for distribution, (iii) describe the nature or method of the proposed offer and sale of Partnership Interests, and (iv) contain the undertaking of such Person to provide all such information and materials and take all action as may be required in order to permit the Partnership to comply with all applicable requirements in connection with the registration of such Partnership Interests.

Section 7.13 Reliance by Third Parties . Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any authorized contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available to such Partner to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the

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execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1 Records and Accounting . The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s business, including all books and records necessary to provide to the Limited Partners any information required to be provided pursuant to Section 3.4(a). Any books and records maintained by or on behalf of the Partnership in the regular course of its business, including the record of the Record Holders of Units or other Partnership Interests, books of account and records of Partnership proceedings, may be kept on, or be in the form of, computer disks, hard drives, magnetic tape, photographs, micrographics or any other information storage device; provided , that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP.

Section 8.2 Fiscal Year . The fiscal year of the Partnership shall be a fiscal year ending December 31.

Section 8.3 Reports .

(a) As soon as practicable, but in no event later than 105 days after the close of each fiscal year of the Partnership, the General Partner shall cause to be mailed or made available, by any reasonable means, to each Record Holder of a Unit or other Partnership Interest as of a date selected by the General Partner, an annual report containing financial statements of the Partnership for such fiscal year of the Partnership, presented in accordance with U.S. GAAP, including a balance sheet and statements of operations, Partnership equity and cash flows, such statements to be audited by a firm of independent public accountants selected by the General Partner and such other information as may be required by applicable law, regulation or rule of any National Securities Exchange on which the Units are listed or admitted to trading, or as the General Partner determines to be necessary or appropriate.

(b) As soon as practicable, but in no event later than 50 days after the close of each Quarter except the last Quarter of each fiscal year, the General Partner shall cause to be mailed or made available, by any reasonable means to each Record Holder of a Unit or other Partnership Interest, as of a date selected by the General Partner, a report containing unaudited financial statements of the Partnership and such other information as may be required by applicable law, regulation or rule of any National Securities Exchange on which the Units are listed or admitted to trading, or as the General Partner determines to be necessary or appropriate.

(c) The General Partner shall be deemed to have made a report available to each Record Holder as required by this Section 8.3 if it has either (i) filed such report with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such report is publicly available on such system or (ii) made such report available on any publicly available website maintained by the Partnership.

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ARTICLE IX

TAX MATTERS

Section 9.1 Tax Returns and Information . The Partnership shall timely file all returns of the Partnership that are required for federal, state and local income tax purposes on the basis of the accrual method and the taxable period or years that it is required by law to adopt, from time to time, as determined by the General Partner. In the event the Partnership is required to use a taxable period other than a year ending on December 31, the General Partner shall use reasonable efforts to change the taxable period of the Partnership to a year ending on December 31. The tax information reasonably required by Record Holders for federal, state and local income tax reporting purposes with respect to a taxable period shall be furnished to them within 90 days of the close of the calendar year in which the Partnership’s taxable period ends. The classification, realization and recognition of income, gain, losses and deductions and other items shall be on the accrual method of accounting for U.S. federal income tax purposes.

Section 9.2 Tax Elections .

(a) The Partnership shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder, subject to the reservation of the right to seek to revoke any such election upon the General Partner’s determination that such revocation is in the best interests of the Limited Partners. Notwithstanding any other provision herein contained, for the purposes of computing the adjustments under Section 743(b) of the Code, the General Partner shall be authorized (but not required) to adopt a convention whereby the price paid by a transferee of a Limited Partner Interest will be deemed to be the lowest quoted closing price of the Limited Partner Interests on any National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading during the calendar month in which such transfer is deemed to occur pursuant to Section 6.2(f) without regard to the actual price paid by such transferee.

(b) Except as otherwise provided herein, the General Partner shall determine whether the Partnership should make any other elections permitted by the Code.

Section 9.3 Tax Controversies . Subject to the provisions hereof, the General Partner is designated as the Tax Matters Partner (as defined in the Code) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner to conduct such proceedings.

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Section 9.4 Withholding; Tax Payments .

(a) The General Partner may treat taxes paid by the Partnership on behalf of, all or less than all of the Partners, either as a distribution of cash to such Partners or as a general expense of the Partnership, as determined appropriate under the circumstances by the General Partner.

(b) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that may be required to cause the Partnership and other Group Members to comply with any withholding requirements established under the Code or any other federal, state or local law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income or from a distribution to any Partner (including by reason of Section 1446 of the Code), the General Partner may treat the amount withheld as a distribution of cash pursuant to Section 6.3 in the amount of such withholding from such Partner.

ARTICLE X

ADMISSION OF PARTNERS

Section 10.1 Admission of Limited Partners .

(a) A Person shall be admitted as a Limited Partner and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Limited Partner Interest and becomes the Record Holder of such Limited Partner Interests in accordance with the provisions of Article IV or Article V hereof. Upon the issuance by the Partnership of Common Units to the Organizational Limited Partner and the Underwriters as described in Article V in connection with the Initial Offering, such parties will be automatically admitted to the Partnership as Initial Limited Partners in respect of the Common Units issued to them.

(b) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger or consolidation or conversion pursuant to Article XIV, and except as provided in Section 4.8, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement and (iv) makes the consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may

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become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner without acquiring a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest. The rights and obligations of a Person who is an Ineligible Holder shall be determined in accordance with Section 4.8.

(c) The name and mailing address of each Record Holder shall be listed on the books and records of the Partnership maintained for such purpose by the Partnership or the Transfer Agent. The General Partner shall update the books and records of the Partnership from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). A Limited Partner Interest may be represented by a Certificate, as provided in Section 4.1.

(d) Any transfer of a Limited Partner Interest shall not entitle the transferee to share in the profits and losses, to receive distributions, to receive allocations of income, gain, loss, deduction or credit or any similar item or to any other rights to which the transferor was entitled until the transferee becomes a Limited Partner pursuant to Section 10.1(a) and (b)

Section 10.2 Admission of Successor General Partner . A successor General Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided , however , that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

Section 10.3 Amendment of Agreement and Certificate of Limited Partnership . To effect the admission to the Partnership of any Partner, the General Partner shall take all steps necessary or appropriate under the Delaware Act to amend the records of the Partnership to reflect such admission and, if necessary, to prepare as soon as practicable an amendment to this Agreement and, if required by law, the General Partner shall prepare and file an amendment to the Certificate of Limited Partnership.

ARTICLE XI

WITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1 Withdrawal of the General Partner .

(a) The General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events (each such event herein referred to as an “ Event of Withdrawal ”);

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(i) The General Partner voluntarily withdraws from the Partnership by giving written notice to the other Partners;

(ii) The General Partner transfers all of its General Partner Interest pursuant to Section 4.6;

(iii) The General Partner is removed pursuant to Section 11.2;

(iv) The General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the General Partner in a proceeding of the type described in clauses (A)-(C) of this Section 11.1(a)(iv); or (E) seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor-in-possession), receiver or liquidator of the General Partner or of all or any substantial part of its properties;

(v) A final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriate jurisdiction pursuant to a voluntary or involuntary petition by or against the General Partner; or

(vi) (A) in the event the General Partner is a corporation, a certificate of dissolution or its equivalent is filed for the General Partner, or 90 days expire after the date of notice to the General Partner of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation; (B) in the event the General Partner is a partnership or a limited liability company, the dissolution and commencement of winding up of the General Partner; (C) in the event the General Partner is acting in such capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the General Partner is a natural person, his death or adjudication of incompetency; and (E) otherwise in the event of the termination of the General Partner.

If an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or (vi)(A), (B), (C) or (E) occurs, the withdrawing General Partner shall give notice to the Limited Partners within 30 days after such occurrence. The Partners hereby agree that only the Events of Withdrawal described in this Section 11.1 shall result in the withdrawal of the General Partner from the Partnership.

(b) Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Closing Date and ending at 11:59 pm, prevailing Central Time, on December 31, 2022, the General Partner voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Limited Partners; provided , that prior to the effective date of such withdrawal, the withdrawal is approved by Unitholders holding at least a majority of the Outstanding Units (excluding Units held by the General Partner and its Affiliates) and the General Partner delivers to the Partnership an Opinion of Counsel (“ Withdrawal Opinion of Counsel ”) that such withdrawal (following

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the selection of the successor General Partner) would not result in the loss of the limited liability under the Delaware Act of any Limited Partner or cause any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already so treated or taxed); (ii) at any time after 11:59 pm, prevailing Central Time, on December 31, 2022, the General Partner voluntarily withdraws by giving at least 90 days’ advance notice to the Unitholders, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the General Partner ceases to be the General Partner pursuant to Section 11.1(a)(ii) or is removed pursuant to Section 11.2; or (iv) notwithstanding clause (i) of this sentence, at any time that the General Partner voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Limited Partners, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and its Affiliates (other than the General Partner and its Affiliates) own beneficially or of record or control at least 50% of the Outstanding Units. The withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of the General Partner as general partner or managing member, if any, to the extent applicable, of the other Group Members. If the General Partner gives a notice of withdrawal pursuant to Section 11.1(a)(i), a Unit Majority, may, prior to the effective date of such withdrawal, elect a successor General Partner. The Person so elected as successor General Partner shall automatically become the successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If, prior to the effective date of the General Partner’s withdrawal pursuant to Section 11.1(a)(i), a successor is not selected by the Unitholders as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 12.1 unless the business of the Partnership is continued pursuant to Section 12.2. Any successor General Partner elected in accordance with the terms of this Section 11.1 shall be subject to the provisions of Section 10.2.

Section 11.2 Removal of the General Partner . The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a Unit Majority (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

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Section 11.3 Interest of Departing General Partner and Successor General Partner .

(a) In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the Partners under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Sections 11.1 or 11.2, the Departing General Partner shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner, to require its successor to purchase its General Partner Interest and its or its Affiliates’ general partner interest (or equivalent interest), if any, in the other Group Members (collectively, the “ Combined Interest ”) in exchange for an amount in cash equal to the fair market value of such Combined Interest, such amount to be determined and payable as of the effective date of its withdrawal or removal. If the General Partner is removed by the Partners under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Sections 11.1 or 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner), such successor shall have the option, exercisable prior to the effective date of the departure of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business of the Partnership is continued), to purchase the Combined Interest for such fair market value of such Combined Interest. In either event, the Departing General Partner shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.5, including any employee related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other than any Group Member) for the benefit of the Partnership or the other Group Members.

For purposes of this Section 11.3(a), the fair market value of the Combined Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s withdrawal or removal, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such withdrawal or removal, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Units on any National Securities Exchange on which Units are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations of the Departing General Partner and other factors it may deem relevant.

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(b) If the Combined Interest is not purchased in the manner set forth in Section 11.3(a), the Departing General Partner (or its transferee) shall become a Limited Partner and the Combined Interest shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 11.3(a), without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall indemnify the Departing General Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the Combined Interest to Common Units will be characterized as if the Departing General Partner (or its Affiliates) contributed the Combined Interest to the Partnership in exchange for the newly issued Common Units.

Section 11.4 Withdrawal of Limited Partners . No Limited Partner shall have any right to withdraw from the Partnership; provided , however , that when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Limited Partner Interest so transferred.

ARTICLE XII

DISSOLUTION AND LIQUIDATION

Section 12.1 Dissolution . The Partnership shall not be dissolved by the admission of additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the removal or withdrawal of the General Partner, if a successor General Partner is elected pursuant to Section 11.1, 11.2 or 12.2, the Partnership shall not be dissolved and such successor General Partner is hereby authorized to, and shall, continue the business of the Partnership. Subject to Section 12.2, the Partnership shall dissolve, and its affairs shall be wound up, upon:

(a) an Event of Withdrawal of the General Partner as provided in Section 11.1(a) (other than Section 11.1(a)(ii)), unless a successor is elected and such successor is admitted to the Partnership pursuant to this Agreement;

(b) an election to dissolve the Partnership by the General Partner that is approved by a Unit Majority;

(d) at any time there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act.

Section 12.2 Continuation of the Business of the Partnership After Dissolution . Upon (a) an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then within 90 days

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thereafter, or (b) an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

(a) the Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII;

(b) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated in the manner provided in Section 11.3; and

(c) the successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement;

provided , that the right of a Unit Majority to approve a successor General Partner and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability under the Delaware Act of any Limited Partner and (y) neither the Partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for U.S. federal income tax purposes upon the exercise of such right to continue (to the extent not already so treated or taxed).

Section 12.3 Liquidator . Upon dissolution of the Partnership, unless the business of the Partnership is continued pursuant to Section 12.2, the General Partner shall select one or more Persons to act as Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by holders of at least a Unit Majority. The Liquidator (if other than the General Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal approved by holders of at least a Unit Majority. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by holders of at least a Unit Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.4) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Partnership as provided for herein.

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Section 12.4 Liquidation . The Liquidator shall proceed to dispose of the assets of the Partnership, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Section 17-804 of the Delaware Act and the following:

(a) The assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidator and such Partner or Partners may agree. If any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 12.4(c) to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners. The Liquidator may defer liquidation or distribution of the Partnership’s assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Partnership’s assets would be impractical or would cause undue loss to the Partners. The Liquidator may distribute the Partnership’s assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners.

(b) Liabilities of the Partnership include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 12.3) and amounts to Partners otherwise than in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.

(c) All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable period of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable period (or, if later, within 90 days after said date of such occurrence).

Section 12.5 Cancellation of Certificate of Limited Partnership . Upon the completion of the distribution of Partnership cash and property as provided in Section 12.4 in connection with the liquidation of the Partnership, the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

Section 12.6 Return of Contributions . The General Partner shall not be personally liable for, and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.

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Section 12.7 Waiver of Partition . To the maximum extent permitted by law, each Partner hereby waives any right to partition of the Partnership property.

Section 12.8 Capital Account Restoration . No Limited Partner shall have any obligation to restore any negative balance in its Capital Account upon liquidation of the Partnership. The General Partner shall be obligated to restore any negative balance in its Capital Account upon liquidation of its interest in the Partnership by the end of the taxable period of the Partnership during which such liquidation occurs, or, if later, within 90 days after the date of such liquidation.

ARTICLE XIII

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 13.1 Amendments to be Adopted Solely by the General Partner . Each Partner agrees that the General Partner, without the approval of any other Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

(a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership;

(b) admission, substitution, withdrawal or removal of Partners in accordance with this Agreement;

(c) a change that the General Partner determines to be necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for U.S. federal income tax purposes;

(d) a change that the General Partner determines (i) does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be necessary or appropriate in connection with action taken by the General Partner pursuant to Section 5.8 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;

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(e) a change in the fiscal year or taxable period of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the fiscal year or taxable period of the Partnership including, if the General Partner shall so determine, a change in the definition of “Quarter” and the dates on which distributions are to be made by the Partnership;

(f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

(g) an amendment that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or Derivative Instruments pursuant to Section 5.6;

(h) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone;

(i) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;

(j) an amendment that the General Partner determines to be necessary or appropriate to reflect and account for the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4 or 7.1(a);

(k) a merger, conveyance or conversion pursuant to Section 14.3(d); or

(l) any other amendments substantially similar to the foregoing.

Section 13.2 Amendment Procedures . Amendments to this Agreement may be proposed only by the General Partner. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole discretion, and, in declining to propose or approve an amendment, to the fullest extent permitted by law shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. An amendment shall be effective upon its approval by the General Partner and, except as otherwise provided by Section 13.1 or 13.3, a Unit Majority, unless a greater or different percentage is required under this Agreement or by Delaware law. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed

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amendment. If such an amendment is proposed, the General Partner shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The General Partner shall notify all Record Holders upon final adoption of any amendments. The General Partner shall be deemed to have notified all Record Holders as required by this Section 13.2 if it has either (i) filed such amendment with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such amendment is publicly available on such system or (ii) made such amendment available on the Partnership’s website.

Section 13.3 Amendment Requirements .

(a) Notwithstanding the provisions of Section 13.1 and Section 13.2, no provision of this Agreement (other than Section 11.2 or Section 13.4) that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) or requires a vote or approval of Partners (or a subset of Partners) holding a specified Percentage Interest required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of in the case of any provision of this Agreement reducing such percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced or the affirmative vote of Partners whose aggregate Percentage Interests constitute not less than the voting requirement sought to be reduced, as applicable.

(b) Notwithstanding the provisions of Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c), or (ii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, the General Partner or any of its Affiliates without its consent, which consent may be given or withheld at its option.

(c) Except as provided in Section 14.3 or Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes.

(d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Section 14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Percentage Interests of all Limited Partners voting as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner under applicable partnership law of the state under whose laws the Partnership is organized.

(e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of Partners (including the General Partner and its Affiliates) holding at least 90% of the Percentage Interests of all Limited Partners.

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Section 13.4 Special Meetings . All acts of Limited Partners to be taken pursuant to this Agreement shall be taken in the manner provided in this Article XIII. Special meetings of the Limited Partners may be called by the General Partner or by Limited Partners owning 20% or more of the Outstanding Units of the class or classes for which a meeting is proposed. Limited Partners shall call a special meeting by delivering to the General Partner one or more requests in writing stating that the signing Limited Partners wish to call a special meeting and indicating the general or specific purposes for which the special meeting is to be called. Within 60 days after receipt of such a call from Limited Partners or within such greater time as may be reasonably necessary for the Partnership to comply with any statutes, rules, regulations, listing agreements or similar requirements governing the holding of a meeting or the solicitation of proxies for use at such a meeting, the General Partner shall send a notice of the meeting to the Limited Partners either directly or indirectly through the Transfer Agent. A meeting shall be held at a time and place determined by the General Partner on a date not less than 10 days nor more than 60 days after the time notice of the meeting is given as provided in Section 16.1. Limited Partners shall not vote on matters that would cause the Limited Partners to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability under the Delaware Act or the law of any other state in which the Partnership is qualified to do business.

Section 13.5 Notice of a Meeting . Notice of a meeting called pursuant to Section 13.4 shall be given to the Record Holders of the class or classes of Units for which a meeting is proposed in writing by mail or other means of written communication in accordance with Section 16.1. The notice shall be deemed to have been given at the time when deposited in the mail or sent by other means of written communication.

Section 13.6 Record Date . For purposes of determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners or to give approvals without a meeting as provided in Section 13.11 the General Partner may set a Record Date, which shall not be less than 10 nor more than 60 days before (a) the date of the meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are listed or admitted to trading or U.S. federal securities laws, in which case the rule, regulation, guideline or requirement of such National Securities Exchange or U.S. federal securities laws shall govern) or (b) in the event that approvals are sought without a meeting, the date by which Limited Partners are requested in writing by the General Partner to give such approvals. If the General Partner does not set a Record Date, then (a) the Record Date for determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners shall be the close of business on the day next preceding the day on which notice is given, and (b) the Record Date for determining the Limited Partners entitled to give approvals without a meeting shall be the date the first written approval is deposited with the Partnership in care of the General Partner in accordance with Section 13.11.

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Section 13.7 Adjournment . When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than 45 days. At the adjourned meeting, the Partnership may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if a new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with this Article XIII.

Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes . The transaction of business at any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

Section 13.9 Quorum and Voting . The holders of a majority, by Percentage Interest, of Partnership Interests of the class or classes for which a meeting has been called (including Partnership Interests deemed owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Partners of such class or classes unless any such action by the Partners requires approval by holders of a greater Percentage Interest, in which case the quorum shall be such greater Percentage Interest. At any meeting of the Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Partners holding Partnership Interests that, in the aggregate, represent a majority of the Percentage Interest of those present in person or by proxy at such meeting shall be deemed to constitute the act of all Partners, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Partners holding Partnership Interests that in the aggregate represent at least such greater or different percentage shall be required; provided , however , that if, as a matter of law or amendment to this Agreement, approval by plurality vote of Partners (or any class thereof) is required to approve any action, no minimum quorum shall be required. The Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Partners to leave less than a quorum, if any action taken (other than adjournment) is approved by Partners holding the required Percentage Interest specified in this Agreement. In the absence of a quorum any meeting of Partners may be adjourned from time to time by the affirmative vote of Partners with at least a majority, by Percentage Interest, of the Partnership Interests entitled to vote at such meeting (including Partnership Interests deemed owned by the General Partner) represented either in person or by proxy, but no other business may be transacted, except as provided in Section 13.7.

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Section 13.10 Conduct of a Meeting . The General Partner shall have full power and authority concerning the manner of conducting any meeting of the Limited Partners or solicitation of approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Section 13.4, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The General Partner shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Partnership maintained by the General Partner. The General Partner may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Limited Partners or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to vote, and the revocation of approvals in writing.

Section 13.11 Action Without a Meeting . If authorized by the General Partner, any action that may be taken at a meeting of the Limited Partners may be taken without a meeting, without a vote and without prior notice, if an approval in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum percentage, by Percentage Interest, of the Partnership Interests of the class or classes for which a meeting has been called (including Partnership Interests deemed owned by the General Partner), as the case may be, that would be necessary to authorize or take such action at a meeting at which all the Limited Partners entitled to vote at such meeting were present and voted (unless such provision conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are listed or admitted to trading, in which case the rule, regulation, guideline or requirement of such National Securities Exchange shall govern). Prompt notice of the taking of action without a meeting shall be given to the Limited Partners who have not approved in writing. The General Partner may specify that any written ballot submitted to Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within the time period, which shall be not less than 20 days, specified by the General Partner. If a ballot returned to the Partnership does not vote all of the Partnership Interests held by the Limited Partners, the Partnership shall be deemed to have failed to receive a ballot for the Partnership Interests that were not voted. If approval of the taking of any action by the Limited Partners is solicited by any Person other than by or on behalf of the General Partner, the written approvals shall have no force and effect unless and until (a) they are deposited with the Partnership in care of the General Partner and (b) an Opinion of Counsel is delivered to the General Partner to the effect that the exercise of such right and the action proposed to be taken with respect to any particular matter (i) will not cause the Limited Partners to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability, and (ii) is otherwise permissible under the state statutes then governing the rights, duties and liabilities of the Partnership and the Partners. Nothing contained in this Section 13.11 shall be deemed to require the General Partner to solicit all Limited Partners in connection with a matter approved by the holders of the requisite percentage of Partnership Interests acting by written consent without a meeting.

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Section 13.12 Right to Vote and Related Matters .

(a) Only those Record Holders of the Outstanding Partnership Interests on the Record Date set pursuant to Section 13.6 shall be entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as to which the holders of the Outstanding Partnership Interests have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Partnership Interests shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Partnership Interests.

(b) With respect to Partnership Interests that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Partnership Interests are registered, such other Person shall, in exercising the voting rights in respect of such Partnership Interests on any matter, and unless the arrangement between such Persons provides otherwise, vote such Partnership Interests in favor of, and at the direction of, the Person who is the beneficial owner, and the Partnership shall be entitled to assume it is so acting without further inquiry. The provisions of this Section 13.12(a) (as well as all other provisions of this Agreement) are subject to the provisions of Section 4.3.

ARTICLE XIV

MERGER OR CONSOLIDATION

Section 14.1 Authority . The Partnership may merge or consolidate with or into one or more corporations, limited liability companies, statutory trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a partnership (whether general or limited (including a limited liability partnership)) or convert into any such entity, whether such entity is formed under the laws of the State of Delaware or any other state of the United States of America, pursuant to a written plan of merger or consolidation (“ Merger Agreement ”) in accordance with this Article XIV.

Section 14.2 Procedure for Merger or Consolidation .

(a) Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided , however , that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger or consolidation of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger or consolidation, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

(b) If the General Partner shall determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:

(i) the name and jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;

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(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “ Surviving Business Entity ”);

(iii) the terms and conditions of the proposed merger or consolidation;

(iv) the manner and basis of exchanging or converting the equity interests of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or interests, rights, securities or obligations of the Surviving Business Entity, then the cash, property or interests, rights, securities or obligations of any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;

(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;

(vi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement ( provided , that if the effective time of the merger is to be later than the date of the filing of such certificate of merger, the effective time shall be fixed at a date or time certain and stated in the certificate of merger); and

(vii) such other provisions with respect to the proposed merger or consolidation that the General Partner determines to be necessary or appropriate.

Section 14.3 Approval by Limited Partners .

(a) Except as provided in Section 14.3(d) and Section 14.3(e), the General Partner, upon its approval of the Merger Agreement shall direct that the Merger Agreement and the merger or consolidation contemplated thereby, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent.

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(b) Except as provided in Sections 14.3(d) and 14.3(e), the Merger Agreement shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement or the Delaware Act would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement.

(c) Except as provided in Sections 14.3(d) and 14.3(e), after such approval by vote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger pursuant to Section 14.4, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement.

(d) Notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to convert the Partnership or any Group Member into a new limited liability entity, to merge the Partnership or any Group Member into, or convey all of the Partnership’s assets to, another limited liability entity that shall be newly formed and shall have no assets, liabilities or operations at the time of such merger or conveyance other than those it receives from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the merger or conveyance, as the case may be, would not result in the loss of the limited liability under the Delaware Act of any Limited Partner or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already treated as such), (ii) the sole purpose of such merger, or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability entity and (iii) the General Partner determines that the governing instruments of the new entity provide the Limited Partners and the General Partner with substantially the same rights and obligations as are herein contained.

(e) Additionally, notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to merge or consolidate the Partnership with or into another entity if (A) the General Partner has received an Opinion of Counsel that the merger or consolidation, as the case may be, would not result in the loss of the limited liability under the Delaware Act of any Limited Partner or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for U.S. federal income tax purposes (to the extent not already treated as such), (B) the merger or consolidation would not result in an amendment to this Agreement, other than any amendments that could be adopted pursuant to Section 13.1, (C) the Partnership is the Surviving Business Entity in such merger or consolidation, (D) each Partnership Interest outstanding immediately prior to the effective date of the merger or consolidation is to be an identical Partnership Interest of the Partnership after the effective date of the merger or consolidation, and (E) the number of Partnership Interests to be issued by the Partnership in such merger or consolidation does not exceed 20% of the Partnership Interests Outstanding immediately prior to the effective date of such merger or consolidation.

(f) Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.3 shall be effective at the effective time or date of the merger or consolidation.

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Section 14.4 Certificate of Merger . Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

Section 14.5 Effect of Merger or Consolidation .

(a) At the effective time of the certificate of merger:

(i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity;

(ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation;

(iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and

(iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.

ARTICLE XV

RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

Section 15.1 Right to Acquire Limited Partner Interests .

(a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 90% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date

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that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. Notwithstanding the foregoing, if, at any time, the General Partner and its Affiliates hold less than 70% of the total Limited Partner Interests of any class then Outstanding then, from and after that time, the General Partner’s right set forth in this Section 15.1(a) shall be exercisable at if the General Partner and its Affiliates subsequently hold more than 80% of the total Limited Partner Interests of such class.

(b) If the General Partner, any Affiliate of the General Partner or the Partnership elects to exercise the right to purchase Limited Partner Interests granted pursuant to Section 15.1(a), the General Partner shall deliver to the Transfer Agent notice of such election to purchase (the “ Notice of Election to Purchase ”) and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase to the Record Holders of Limited Partner Interests of such class (as of a Record Date selected by the General Partner) at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase shall also be published for a period of at least three consecutive days in at least two daily newspapers of general circulation printed in the English language and circulated in the Borough of Manhattan, New York. The Notice of Election to Purchase shall specify the Purchase Date and the price (determined in accordance with Section 15.1(a)) at which Limited Partner Interests will be purchased and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Limited Partner Interests, upon surrender of Certificates representing such Limited Partner Interests in the case of Limited Partner Interests evidenced by Certificates, in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading. Any such Notice of Election to Purchase mailed to a Record Holder of Limited Partner Interests at his address as reflected in the records of the Transfer Agent shall be conclusively presumed to have been given regardless of whether the owner receives such notice. On or prior to the Purchase Date, the General Partner, its Affiliate or the Partnership, as the case may be, shall deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate purchase price of all of such Limited Partner Interests to be purchased in accordance with this Section 15.1. If the Notice of Election to Purchase shall have been duly given as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to the Purchase Date the deposit described in the preceding sentence has been made for the benefit of the holders of Limited Partner Interests subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Certificate shall not have been surrendered for purchase, all rights of the holders of such Limited Partner Interests shall thereupon cease, except the right to receive the purchase price (determined in accordance with Section 15.1(a)) for Limited Partner Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates representing such Limited Partner Interests in the case of Limited Partner Interests evidenced by Certificates, and such Limited Partner Interests shall thereupon be deemed to be transferred to the General Partner, its Affiliate or the Partnership, as the case may be, on the record books of the Transfer Agent and the Partnership, and the General Partner or any Affiliate of the General Partner, or the Partnership, as the case may be, shall be deemed to be the owner of all such Limited Partner Interests from and after the Purchase Date and shall have all rights as the owner of such Limited Partner Interests.

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ARTICLE XVI

GENERAL PROVISIONS

Section 16.1 Addresses and Notices; Written Communications .

(a) Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Partner under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Partner at the address described below. Any notice, payment or report to be given or made to a Partner hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such notice, payment or report to the Record Holder of such Partnership Interests at his address as shown on the records of the Transfer Agent or as otherwise shown on the records of the Partnership, regardless of any claim of any Person who may have an interest in such Partnership Interests by reason of any assignment or otherwise. Notwithstanding the foregoing, if (i) a Partner shall consent to receiving notices, demands, requests, reports or proxy materials via electronic mail or by the Internet or (ii) the rules of the Commission shall permit any report or proxy materials to be delivered electronically or made available via the Internet, any such notice, demand, request, report or proxy materials shall be deemed given or made when delivered or made available via such mode of delivery. An affidavit or certificate of making of any notice, payment or report in accordance with the provisions of this Section 16.1 executed by the General Partner, the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or report given or made in accordance with the provisions of this Section 16.1 is returned marked to indicate that such notice, payment or report was unable to be delivered, such notice, payment or report and, in the case of notices, payments or reports returned by the United States Postal Service (or other physical mail delivery mail service outside the United States of America), any subsequent notices, payments and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Partnership of a change in his address) or other delivery if they are available for the Partner at the principal office of the Partnership for a period of one year from the date of the giving or making of such notice, payment or report to the other Partners. Any notice to the Partnership shall be deemed given if received by the General Partner at the principal office of the Partnership designated pursuant to Section 2.3. The General Partner may rely and shall be protected in relying on any notice or other document from a Partner or other Person if believed by it to be genuine.

(b) The terms “in writing”, “written communications,” “written notice” and words of similar import shall be deemed satisfied under this Agreement by use of e-mail and other forms of electronic communication.

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Section 16.2 Further Action . The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 16.3 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 16.4 Integration . This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 16.5 Creditors . None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

Section 16.6 Waiver . No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 16.7 Third-Party Beneficiaries . Each Partner agrees that (a) any Indemnitee shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Indemnitee and (b) any Unrestricted Person shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Unrestricted Person.

Section 16.8 Counterparts . This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Limited Partner Interest, pursuant to Section 10.1(a) without execution hereof.

Section 16.9 Applicable Law; Forum, Venue and Jurisdiction .

(a) This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

(b) Each of the Partners and each Person holding any beneficial interest in the Partnership (whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise):

(i) irrevocably agrees that any claims, suits, actions or proceedings (A) arising out of or relating in any way to this Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of this Agreement or the duties, obligations or

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liabilities among Partners or of Partners to the Partnership, or the rights or powers of, or restrictions on, the Partners or the Partnership), (B) brought in a derivative manner on behalf of the Partnership, (C) asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Partnership or the General Partner, or owed by the General Partner, to the Partnership or the Partners, (D) asserting a claim arising pursuant to any provision of the Delaware Act or (E) asserting a claim governed by the internal affairs doctrine shall be exclusively brought in the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject matter jurisdiction), in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims;

(ii) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject matter jurisdiction) in connection with any such claim, suit, action or proceeding;

(iii) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper;

(iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; and

(v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided , nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law.

Section 16.10 Invalidity of Provisions . If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

Section 16.11 Consent of Partners . Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner shall be bound by the results of such action.

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Section 16.12 Facsimile Signatures . The use of facsimile signatures affixed in the name and on behalf of the transfer agent and registrar of the Partnership on Certificates representing Units is expressly permitted by this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


GENERAL PARTNER:

ALON USA PARTNERS GP, LLC

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Senior Vice President

ORGANIZATIONAL LIMITED PARTNER:

ALON ASSETS, INC.

By:		/s/ James Ranspot
Name:		James Ranspot
Title:		Secretary

S IGNATURE P AGE

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EXHIBIT A

to the First Amended and Restated

Agreement of Limited Partnership of

Alon USA Partners, LP

Certificate Evidencing Common Units

Representing Limited Partner Interests in

Alon USA Partners, LP


No.		Common Units

In accordance with Section 4.1 of the First Amended and Restated Agreement of Limited Partnership of Alon USA Partners, LP, as amended, supplemented or restated from time to time (the “ Partnership Agreement ”), Alon USA Partners, LP, a Delaware limited partnership (the “ Partnership ”), hereby certifies that (the “ Holder ”) is the registered owner of Common Units representing limited partner interests in the Partnership (the “ Common Units ”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Common Units are set forth in, and this Certificate and the Common Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 12700 Central Park Drive, Suite 1600, Dallas, Texas 75251. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement.

THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF ALON USA PARTNERS, LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF ALON USA PARTNERS, LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE ALON USA PARTNERS, LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). ALON USA PARTNERS GP, LLC (THE “ GENERAL PARTNER ”), THE GENERAL PARTNER OF ALON USA PARTNERS, LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF ALON USA PARTNERS, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS SECURITY MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS ON ITS TRANSFER PROVIDED IN THE PARTNERSHIP AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS

A-1

SECURITY TO THE SECRETARY OF THE GENERAL PARTNER AT THE PRINCIPAL EXECUTIVE OFFICES OF THE PARTNERSHIP. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

The Holder, by accepting this Certificate, (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred to such person when any such transfer or admission is reflected on the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound by the terms of the Partnership Agreement, (iii) represents that the transferee has the capacity, power and authority to enter into the Partnership Agreement and (iv) makes the consents, acknowledgements and waivers contained in the Partnership Agreement, with or without the execution of the Partnership Agreement by the Holder.

This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar.


Dated:	Alon USA Partners, L.P.

Countersigned and Registered by:	By:	Alon USA Partners GP, LLC

Computershare Trust Company, NA As Transfer Agent and Registrar	By:
	Name:
	Title:

A-2

[Reverse of Certificate]

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:


TEN COM - as tenants in common		UNIF GIFT/TRANSFERS MIN ACT
TEN ENT - as tenants by the entireties		Custodian
JT TEN - as joint tenants with right of survivorship and not as tenants in common		(Cust) (Minor)

		Under Uniform Gifts/Transfers to CD Minors Act (State) (Please insert Social Security or other identifying number of assignee)

Additional abbreviations, though not in the above list, may also be used.

ASSIGNMENT OF COMMON UNITS OF

ALON USA PARTNERS, LP

FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto



(Please print or typewrite name and address of assignee)				(Please insert Social Security or other identifying number of assignee)

Common Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of Alon USA Partners, LP


Date:						NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular. without alteration, enlargement or change.


THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15				(Signature)

				(Signature)

A-3

Exhibit 10.1

OMNIBUS AGREEMENT

among

ALON USA ENERGY, INC.

ALON ASSETS, INC.

ALON USA PARTNERS GP, LLC

and

ALON USA PARTNERS, LP

OMNIBUS AGREEMENT

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 .”

RECITALS :

Upon the closing of the initial public offering of the Partnership (the “ Initial Offering ”), each of the Parties desires to enter into this Agreement in order to address (i) the agreement of Alon USA to offer to the Partnership, and to cause its controlled Affiliates to offer to the Partnership, opportunities to acquire certain assets and businesses; (ii) the agreement of Alon Assets to license to the Partnership the “Alon” trade name and related trademarks; and (iii) the obligation of Alon USA to indemnify the Partnership for certain liabilities. In connection with the Initial Offering, Alon USA will contribute to the Partnership certain assets and businesses (the “ Contributed Assets ”) pursuant to that certain Contribution Agreement dated November 26, 2012 by and between Alon USA, the Partnership and the other parties thereto. All assets and business of Alon USA not contributed thereunder are referred to herein as the “ Retained Assets .”

ARTICLE I

Definitions

As used in this Agreement, all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the First Amended and Restated Agreement of Limited Partnership of Alon USA Partners, LP dated as of November 26, 2012 (the “ Partnership Agreement ”).

ARTICLE II

Right of First Refusal

Alon USA hereby agrees, and will cause its controlled Affiliates to agree, for so long as Alon USA or its controlled Affiliates, individually or as part of a group, control the General Partner, that if Alon USA or any of its controlled Affiliates has the opportunity to acquire a controlling interest in any refinery and related crude oil and refined product logistic assets, including non-retail transportation terminal sales, that operate in Arizona, Arkansas, Colorado, Kansas, New Mexico, Oklahoma or Texas (collectively, the “ Area of Operation ”), then Alon USA or its controlled Affiliates will offer such acquisition opportunity to the Partnership and give the Partnership a reasonable opportunity to acquire such assets or businesses either before Alon USA or its controlled Affiliates acquire it or promptly after the consummation of such acquisition by Alon USA or its controlled Affiliates, at a price equal to the purchase price paid or to be paid by Alon USA or its controlled Affiliates plus any related transaction costs and expenses incurred by Alon USA or its controlled Affiliates. The Partnership’s decision to acquire or not acquire any such assets or businesses will require the approval of the Conflicts Committee of the General Partner. Any assets or businesses that the Partnership does not acquire pursuant to this right of first refusal may be acquired and operated by Alon USA or its controlled Affiliates.

This right of first refusal will not apply to:

•

Any acquisition of any additional interests in any assets or businesses owned by Alon USA or its controlled Affiliates as of the closing of the Initial Offering but not contributed to the Partnership in connection with the Initial Offering, including any replacements and natural extensions thereof;

•

Any investment in or acquisition of any assets or businesses primarily engaged in the businesses in which the Partnership is engaged as of the closing of the Initial Offering and that do not operate in the Area of Operation;

•

Any investment in or acquisition of a minority non-controlling interest in any assets or businesses primarily engaged in the businesses described above; or

•

Any investment in or acquisition of any assets or businesses that Alon USA or its controlled Affiliates, as of the closing of the Initial Offering, are actively seeking to invest in or acquire, or have the right to invest in or acquire.

ARTICLE III

Right of Negotiation

Alon USA hereby agrees, and will cause its controlled Affiliates to agree, for so long as Alon USA or its controlled Affiliates, individually or as part of a group, control the General Partner, that if Alon USA or any of its controlled Affiliates decide to attempt to sell (other than to another controlled Affiliate of Alon USA) any refinery and related crude oil and refined product logistic assets, including non-retail transportation terminal sales, that operate in the Area of Operation, then Alon USA or its controlled Affiliate will notify the Partnership of its desire to sell such assets or businesses and, prior to selling such assets or businesses to a third party, will negotiate with the Partnership exclusively and in good faith for a period of 60 days in order to give the Partnership an opportunity to enter into definitive documentation for the purchase and sale of such assets or businesses on terms that are mutually acceptable to Alon USA or its controlled Affiliate and the Partnership. If the Partnership and Alon USA or its controlled Affiliate have not entered into a letter of intent or a definitive purchase and sale agreement with respect to such assets or businesses within such 60-day period, then Alon USA or its controlled Affiliate will have the right to sell such assets or businesses to a third party following the expiration of such 60-day period on any terms that are acceptable to Alon USA or its controlled Affiliate and such third party. The Partnership’s decision to acquire or not to acquire assets or businesses pursuant to this right will require the approval of the Conflicts Committee of the General Partner.

ARTICLE IV

License of Name and Mark

Subject to the terms and conditions of this Agreement, Alon Assets hereby grants to the Partnership and its Subsidiaries, and the Partnership hereby accepts on behalf of itself and its Subsidiaries, a non-transferable, non-exclusive, sub-licensable, royalty-free, worldwide right and license to use all trademarks, service marks, trade names, trade dress, service names, logos, slogans and other indicia of origin owned by Alon Assets, whether registered or unregistered (the “ Marks ”), in the conduct of the Partnership’s business (the “ License ”). Nothing in this License shall be construed as evincing intent by Alon Assets to abandon the use of the Marks during the term of this Agreement.

The Partnership agrees that ownership of the Marks and the goodwill relating thereto shall remain vested in Alon Assets both during the term of this License and thereafter and further agrees, and will cause its Subsidiaries to agree, never to attack, challenge or contest the validity of Alon Assets’ ownership of the Marks or any registration thereof by Alon Assets. The Partnership, on behalf of itself and its Subsidiaries, acknowledges that the use of the Marks shall not create any rights, title or interest in or to the Marks, except as expressly granted herein, and any and all goodwill associated with the use of the Marks by the Partnership or its Subsidiaries shall inure solely to the benefit of Alon Assets.

The Partnership further agrees, and will cause its Subsidiaries to agree, to use the Marks in accordance with such quality standards as established by Alon Assets or its Affiliates from time to time and communicated to the Partnership, it being understood that the products and services offered by the Partnership and its Subsidiaries immediately before the closing of the Initial Offering are of a quality that is acceptable to Alon Assets and justifies the License. Upon at least twenty (20) days prior written notice, the Partnership shall permit and cooperate in the reasonable inspection, by Alon Assets or its designated representative, of the Partnership’s operations that relate to the use of the Marks. Upon the written request of Alon Assets, the Partnership shall promptly supply Alon Assets with specimens of use of the Marks. The Partnership shall cooperate with Alon Assets in connection with Alon Assets’ efforts to protect the Marks and shall promptly comply with requests for information (at Alon Assets’ sole cost and expense), and the Partnership shall promptly execute such instruments as Alon Assets may reasonably request in connection with any registration or enforcement efforts that Alon Assets may undertake in connection with the Marks. The License shall terminate upon the termination of this Agreement pursuant to Section 6.4 .

ARTICLE V

Indemnification

5.1 Environmental Indemnification.

(a) Subject to the provisions of Section 5.3 , the Partnership shall indemnify, defend and hold harmless Alon USA and its controlled Affiliates from and against any environmental losses suffered or incurred by Alon USA and its controlled Affiliates relating to the ownership or operation of the Contributed Assets (the “ Partnership Covered Environmental Losses ”). The Partnership Covered Environmental Losses include any indemnification obligations created after the closing of the Initial Offering by (i) the Environmental Agreement dated January 25, 2005 between Alon USA Refining, Inc., Holly Energy Partners, L.P. and the other parties thereto, as amended, and (ii) the Purchase and Sale Agreement dated February 13, 2006 between Alon Petroleum Pipe Line, LP and Sunoco Pipeline L.P., both of which are included in the Contributed Assets.

5.2 Additional Indemnification.

(a) In addition to and not in limitation of the indemnification provided under Section 5.1 and subject to Section 5.3 , Alon USA shall indemnify, defend and hold harmless the Partnership from and against any losses of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Partnership (“ Other Losses ”) by reason of or arising out of:

(i)

failure to convey good and indefeasible title to the Contributed Assets to the Partnership, and such failure renders the Partnership unable to use or operate the Contributed Assets

in substantially the same manner as they were operated by Alon USA or its controlled Affiliates immediately prior to the closing of the Initial Offering with respect to such Contributed Assets;

(ii)

failure of the Partnership to be the owner on the closing of the Initial Offering of (A) valid and indefeasible easement rights, rights-of-way, leasehold and/or fee ownership interests in and to the lands on which are located any Contributed Assets and (B) valid title to 100% of the equity interest of Alon USA, LP and Alon USA Refining, Inc., in each case to the extent that such failure renders the Partnership liable or unable to use or operate the Contributed Assets in substantially the same manner as they were operated by Alon USA or its controlled Affiliates immediately prior to the closing of the Initial Offering;

(iii)

failure of the Partnership to have on the closing of the Initial Offering any consent or governmental permit and such failure renders the Partnership unable to use or operate the Contributed Assets in substantially the same manner as they were operated by Alon USA or its controlled Affiliates immediately prior to the closing of the Initial Offering;

(iv)

events and conditions associated with the Retained Assets whether occurring before or after the closing of the Initial Offering; and

(v)

all federal, state and local income tax liabilities attributable to the ownership and operation of the Contributed Assets prior to the closing of the Initial Offering, including any such income tax liabilities of Alon USA that may result from the consummation of the IPO Transactions (as defined and described in the Registration Statement);

provided, however, that in the case of clauses (i), (ii), (iii) and (iv) above, such indemnification obligations shall terminate on the third anniversary of the closing of the Initial Offering; and that in the case of clause (v) above, such indemnification obligations shall survive until sixty (60) days after the termination of any applicable statute of limitations.

(b) In addition to and not in limitation of the indemnification provided under Section 5.1(a) and the Partnership Agreement, the Partnership shall indemnify, defend and hold harmless Alon USA and its controlled Affiliates from and against any losses of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by Alon USA and its controlled Affiliates by reason of or arising out of events and conditions associated with the operation of the Contributed Assets and occurring on or after the closing of the Initial Offering unless such indemnification would not be permitted under the Partnership Agreement.

5.3 Limitations Regarding Indemnification .

In no event shall Alon USA or the Partnership, as the case may be, be obligated under Section 5.1 or 5.2 for any losses or income tax liabilities to the extent either (i) reserved for in the Partnership’s financial statements as of the closing of the Initial Offering or (ii) recovered by the indemnified Party under available insurance coverage, from contractual rights or against any third party.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE

CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT.

ARTICLE VI

Miscellaneous

6.1 Governing Law . THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.

6.2 Notice . All notices, requests or consents provided for or required to be given to a Party under this Agreement shall be in writing and shall be deemed to be duly given if personally delivered or mailed by certified mail, return receipt requested, or nationally recognized overnight delivery service with proof of receipt maintained, at the following addresses (or any other address that either Party may designate by written notice to the other Party):

If to Alon USA Energy, Inc. or Alon Assets, Inc.:

Attn:

12700 Park Central Dr., Suite 1600

Dallas, TX 75251

Facsimile:

If to the Partnership or the General Partner:

Alon USA Partners GP, LLC

Attn: James Ranspot

12700 Park Central Dr., Suite 1600

Dallas, TX 75251

Facsimile:

Any such notice shall, (a) if delivered personally, be deemed received upon delivery, (b) if delivered by certified mail, be deemed received five business days after the date of deposit in the United States mail, and (c) if delivered by nationally recognized overnight delivery service, be deemed received the second business day after the date of deposit with the nationally recognized delivery service.

6.3 Entire Agreement; Supersedure . This Agreement constitutes the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior contracts or agreements with respect thereto, whether oral or written.

6.4 Termination of Agreement . This Agreement, other than the provisions set forth in Article V hereof, may be terminated by Alon USA in the event that Alon USA, directly or indirectly, owns less than 50% of the voting equity of the General Partner. For avoidance of doubt, the Parties’ indemnification obligations under Article V shall survive the termination of this Agreement in accordance with their respective terms.

6.5 Amendment . Notwithstanding anything to the contrary in this Agreement, this

Agreement may only be amended, modified, supplemented or restated by a written instrument executed by each of the Parties whose rights or obligations under this Agreement are affected by such amendment, modification, supplement or restatement, other than in a de minimis respect.

6.6 Assignment . No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties hereto.

6.7 Counterparts . This Agreement may be executed in counterparts (including facsimile counterparts), each of which, when so executed and delivered, shall be deemed an original, and all of which together shall constitute a single agreement binding on the Parties, notwithstanding that all Parties are not signatories to the original or the same counterpart. Any signature delivered by facsimile transmission or scanned and emailed transmission shall be deemed a valid and binding signature for all purposes hereof.

6.8 Severability . If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

6.9 Further Assurances . The Parties shall execute and deliver to each other such further documents and take such further action as may be reasonably requested by any Party to document, complete or give full effect to the terms and provisions of this Agreement and the transactions and services contemplated herein.

6.10 Rights of Limited Partners . The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no Limited Partner of the Partnership shall have the right, separate and apart from the Partnership, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

[Signature page follows.]

IN WITNESS WHEREOF , the Parties have executed this Agreement on, and effective as of, the date first written above.


ALON USA ENERGY, INC.

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Senior Vice President

ALON ASSETS, INC.

By:		/s/ James Ranspot
Name:		James Ranspot
Title:		Secretary

ALON USA PARTNERS GP, LLC

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Vice President

ALON USA PARTNERS, LP

By:		Alon USA Partners GP, LLC,
		its general partner

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Vice President

Signature Page to Omnibus Agreement

Exhibit 10.2

SERVICES AGREEMENT

This SERVICES AGREEMENT (the “ Agreement ”), dated as of November 26, 2012 (the “ Effective Date ”), is by and among Alon USA Energy, Inc., a Delaware corporation (“ Alon Energy ”), Alon USA Partners, LP, a Delaware limited partnership (the “ Partnership ”), and Alon USA Partners GP, LLC, a Delaware limited liability company (the “ General Partner ,” and together with its present and future subsidiaries, including the Partnership, the “ Partnership Group ”). Each of Alon Energy, the Partnership and the General Partner is referred to individually in this Agreement as a “ Party ,” and all of the Parties are collectively referred to in this Agreement as the “ Parties .”

RECITALS

WHEREAS, the Partnership Group requires certain operational, managerial and administrative services to conduct its business; and

WHEREAS, the Partnership and the General Partner desire to engage Alon Energy to provide the Services (as defined below), and Alon Energy is willing to undertake such engagement, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

SERVICES; REIMBURSEMENT

1.1

Agreement to Provide Services .

(a) Alon Energy agrees to provide, or cause another individual, corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or any other entity (a “ Person ”) to provide, the Partnership Group with such operational, managerial and general administrative services (collectively, the “ Services ”) as the General Partner, for itself or on behalf of the Partnership Group, may reasonably request from time-to-time and which Alon Energy may agree to provide from time-to-time as are necessary to operate, manage, maintain and administer the business and affairs, and to report the operating results, of the Partnership Group, including:

(i)

accounting, treasury and audit services;

(ii)

bank account and cash management services;

(iii)

account collection services;

(iv)

risk management services;

(v)

business development services;

(vi)

financial services;

(vii)

real property services;

(viii)

marketing and contract administration services;

(ix)

legal services;

(x)

contract management and administration services;

(xi)

environmental services;

(xii)

commercial/marketing services;

(xiii)

information technology services;

(xiv)

tax services;

(xv)

human resource services;

(xvi)

personnel services;

(xvii)

government relations/compliance services;

(xviii)

health, security and safety services;

(xix)

facilities management services;

(xx)

operational services; and

(xxi)

logistics services.

The Services shall also include such other services as the General Partner, for itself or on behalf of the Partnership Group, may reasonably request, and that Alon Energy agrees to provide, from time-to-time.

1.2

Reimbursement .

(a) Subject to and in accordance with the terms and provisions of this Section 1.2 and such reasonable cost allocation and other procedures as may be agreed upon by Alon Energy and the General Partner, for itself or on behalf of the Partnership Group, from time-to-time, the Partnership agrees to reimburse Alon Energy for (i) all reasonable direct and indirect costs and expenses incurred by Alon Energy in connection with the provision of the Services (including salary, bonus, incentive compensation and other amounts paid to any Person), and (ii) all other expenses allocable to the Partnership Group or otherwise incurred by Alon Energy in connection with operating the business of the Partnership Group.

(b) Each Party shall cooperate to determine a reasonable basis for the allocation of reimbursable costs and expenses incurred by Alon Energy in connection with the provision of the Services pursuant to this Section 1.2 .

(c) On or before the 30 ^th day after the end of each calendar month during the Term, commencing with the calendar month in which the Effective Date occurs, Alon Energy shall send a reasonably detailed invoice to the Partnership for the Services performed during the applicable month. Within 30 days following the date of each such invoice, the Partnership shall pay to Alon Energy the amount of each such invoice.

(d) Alon Energy shall maintain accurate books and records regarding the performance of the Services and its calculation of any payments due pursuant to this Agreement. The General Partner, for itself or on behalf of the Partnership Group, shall have the right to review and, at its own expense, to copy the books and records maintained by Alon Energy relating to the Services. In addition, to the extent necessary to verify the performance by Alon Energy of its obligations under this Agreement, the General Partner, for itself or on behalf of the Partnership Group, shall have the right, at its own expense, to audit, examine and make copies of or extracts from the books and records of Alon Energy insofar as they relate to the Services.

ARTICLE II

STANDARD OF PERFORMANCE

2.1 Standard of Performance . Alon Energy shall perform the Services (a) with at least the same level of care, quality, timeliness and skill in providing the Services as it does for itself and (b) in compliance with all applicable laws.

ARTICLE III

TERMINATION AND RENEWAL

3.1 Term and Renewal . Unless earlier terminated in accordance with this Agreement, the initial term of this Agreement shall commence on the Effective Date and shall continue until the fifth anniversary of the Effective Date (the “ Initial Term ”), at which time the term of this Agreement shall automatically be extended for additional successive one-year terms (each, a “ Subsequent Term, ” and the Initial Term and all Subsequent Terms, collectively, the “ Term ”) unless, on or before the date that is one hundred and eighty (180) days prior to the expiration of the then-existing Term, Alon Energy provides written notice to the General Partner of its intent to terminate its participation in this Agreement upon the expiration of such Term. In addition to the foregoing, the General Partner, on behalf of the Partnership Group, may terminate this Agreement at any time on one hundred and eighty (180) days prior written notice to Alon Energy.

3.2 Effect of Termination . Upon any Party’s termination or non-renewal of this Agreement, or the Parties’ mutual termination or non-renewal of this Agreement, all rights and obligations of the Parties under this Agreement shall terminate; provided, however , that such termination shall have no effect on the obligations of the Partnership to reimburse Alon Energy for costs and expenses incurred prior to such termination in accordance with Section 1.2 .

3.3 Early Termination. In the event that any Party hereto (a) becomes insolvent, (b) commits an act of bankruptcy, (c) takes advantage of any law for the benefit of debtors or such Party’s creditors, or (d) suffers a receiver to be appointed for it or any of its property, the other Parties may, then or thereafter during the continuation of such event, upon giving thirty (30) days’ prior written notice, terminate this Agreement and exercise such other and further rights and remedies as it may have pursuant to law.

3.4 Breach. In the event of a material breach by Alon Energy, the Partnership or the General Partner of any of their material obligations under this Agreement, including any failure by the Partnership to make payments to Alon Energy when due, that is not cured in all material respects within thirty (30) days after receiving written notice thereof from the non-breaching Party, the non-breaching Party may terminate this Agreement with immediate effect by providing written notice of such termination.

3.5 Change of Control . This Agreement shall terminate immediately upon a change of control of the Partnership or the General Partner. The General Partner shall provide Alon Energy with notice of any change of control of the Partnership or the General Partner at least ninety (90) days prior to the effective date thereof. For purposes of this Agreement, “ change of control ” shall mean the occurrence of any of the following events:

(a) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Partnership’s or the General Partner’s assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the General Partner;

(b) the dissolution or liquidation of the Partnership or the General Partner;

(d) a “ person ” or “ group ” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), other than Alon Energy and its affiliates, being or becoming the “ beneficial owner ” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding securities of the Partnership or the General Partner.

ARTICLE IV

MISCELLANEOUS

4.1 Further Assurances . The Parties shall execute and deliver to each other such further documents and take such further action as may be reasonably requested by any Party to document, complete or give full effect to the terms and provisions of this Agreement and the transactions and Services contemplated herein.

4.2 Independent Contractor . Alon Energy shall for all purposes be an independent contractor and not an agent or employee of the Partnership or the General Partner. This Agreement shall not be construed for any purposes to create any joint venture or partnership among the Parties hereto.

4.3 Notices . All notices, requests or consents provided for or required to be given to a Party under this Agreement shall be in writing and shall be deemed to be duly given if personally delivered or mailed by certified mail, return receipt requested, or nationally recognized overnight delivery service with proof of receipt maintained, at the following addresses (or any other address that either Party may designate by written notice to the other Party):

if to Alon Energy, to:

Alon USA Energy, Inc.

Attn: Office of the Chief Legal Counsel

12700 Park Central Dr., Suite 1600

Dallas, Texas 75251

if to the Partnership, to:

Alon USA Partner, LP

Attn: Office of the Chief Legal Counsel

12700 Park Central Dr., Suite 1600

Dallas, Texas 75251

if to the General Partner, to:

Alon USA Partners GP, LLC

Attn: Office of the Chief Legal Counsel

12700 Park Central Dr., Suite 1600

Dallas, Texas 75251

4.4 Entire Agreement; Supersedure . This Agreement constitutes the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior contracts or agreements with respect thereto, whether oral or written.

4.5 Binding Effect . This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective permitted successors, permitted assigns, permitted distributees and legal representatives.

4.6 Third Party Beneficiaries . Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any person not a Party.

4.7 No Recourse Against Officers or Directors . This Agreement shall not give rise to any right of recourse against any officer, director or manager of either Party.

4.8 Governing Law . THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.

4.9 Waiver of Jury Trial . EACH OF THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

4.10 Amendment . Notwithstanding anything to the contrary in this Agreement, this Agreement may only be amended, modified, supplemented or restated by a written instrument executed by each of the Parties whose rights or obligations under this Agreement are affected by such amendment, modification, supplement or restatement, other than in a de minimis respect.

4.11 No Waiver . A waiver or consent, express or implied, to or of any breach or default by any Party in the performance by that Party of its obligations with respect to any obligation, covenant, agreement or condition in this Agreement is not a consent or waiver to or of any other breach or default in the performance by that Party of the same or any other obligations of that Party with respect to this Agreement. Failure on the part of a Party to insist upon strict compliance with any obligation, covenant, agreement or condition in this Agreement

or to declare any person in breach or default, irrespective of how long that failure continues, does not constitute a waiver by that Party of its rights with respect to such obligation, covenant, agreement or condition until the applicable statute-of-limitations period has run.

4.12 Severability . If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

4.13 Counterparts . This Agreement may be executed in counterparts (including facsimile counterparts), each of which, when so executed and delivered, shall be deemed an original, and all of which together shall constitute a single agreement binding on the Parties, notwithstanding that all Parties are not signatories to the original or the same counterpart. Any signature delivered by facsimile transmission or scanned and emailed transmission shall be deemed a valid and binding signature for all purposes hereof.

4.14 Construction . In this Agreement, unless a clear contrary intention appears: (a) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa; (b) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation;” (c) the word “or” is inclusive; (d) references to Sections refer to Sections of this Agreement; (e) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited; and (f) references in any Section or definition to any clause means such clause of such Section or definition. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date first above written.


ALON USA ENERGY, INC.

By:	/s/ Michael Oster
Name:	Michael Oster
Title:	Senior Vice President

ALON USA PARTNERS, LP,

	BY:	ALON USA PARTNERS GP, LLC,
		its general partner

By:	/s/ Michael Oster
Name:	Michael Oster
Title:	Vice President

ALON USA PARTNERS GP, LLC

By:	/s/ Michael Oster
Name:	Michael Oster
Title:	Vice President

S ERVICES A GREEMENT

S IGNATURE P AGE

Exhibit 10.3

TAX SHARING AGREEMENT

BY AND AMONG

ALON USA ENERGY, INC.

AND

ALON USA PARTNERS, LP

November 26, 2012

TAX SHARING AGREEMENT

BY AND AMONG

ALON USA ENERGY, INC. AND ALON USA PARTNERS, LP

This TAX SHARING AGREEMENT (the “ Agreement ”), dated as of November 26, 2012, is by and among Alon USA Energy, Inc., a Delaware corporation (“ Alon Energy ”) and Alon USA Partners, LP, a Delaware limited partnership (the “ Partnership ”).

RECITALS

WHEREAS, Alon Energy is the indirect owner of the member interests of Alon USA Partners GP, LLC (the general partner of the Partnership) and common units of the Partnership; and

WHEREAS, the Partnership Group (as defined below) includes various entities that may be required to join with Alon Energy or its affiliates in the filing of a consolidated, combined or unitary state tax return; and

WHEREAS, the Parties (as defined below) wish to set forth the general principles under which they will allocate and share various Taxes (as defined below) and related liabilities; and

WHEREAS, Alon Energy, on behalf of itself and its present and future subsidiaries other than the Partnership Group (the “ Alon Group ”), and the Partnership, on behalf of itself and its present and future subsidiaries (the “ Partnership Group ”), are entering into this Agreement to provide for the allocation among the Alon Group and the Partnership Group of all responsibilities, liabilities and benefits relating to any Tax for which a Combined Return (as defined below) is filed for a taxable period including or beginning on or after the Effective Date (as defined below) and to provide for certain other matters.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

Definitions

1.1 Definitions . The following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined):

“ Accounting Referee ” is defined in Section 6.11 herein.

“ Alon Group ” is defined in the recitals to this Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended, or any successor thereto, as in effect for the taxable period in question.

“ Combined Group ” means a group of corporations or other entities that files a Combined Return.

“ Combined Return ” means any Tax Return (other than a Tax Return for U.S. federal income taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination) or unitary basis that includes activities of any member of the Alon Group and any member of the Partnership Group.

“ Effective Date ” means 7:00 a.m., Central time, on November 26, 2012.

“ Final Determination ” means the final resolution of any Tax (or other matter) for a taxable period, including related interest or penalties, that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise, including (i) by the expiration of a statute of limitations or a period for the filing of claims for refunds, amending Tax Returns, appealing from adverse determinations or recovering any refund (including by offset), (ii) by a decision, judgment, decree or other order by a court of competent jurisdiction, which has become final and unappealable, (iii) by a closing agreement, an accepted offer in compromise or a comparable agreement under laws of the particular Tax Authority, (iv) by execution of a form under the laws of a Tax Authority that is comparable to an Internal Revenue Service Form 870 or 870-AD (excluding, however, with respect to a particular Tax Item for a particular taxable period any such form that reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund and/or the right of the Tax Authority to assert a further deficiency with respect to such Tax Item for such period) or (v) by any allowance of a refund or credit, but only after the expiration of all periods during which such refund may be adjusted.

“ Notice ” is defined in Section 6.1 herein.

“ Party ” means each of Alon Energy and the Partnership, and solely for purposes of this definition, “Alon Energy” includes the Alon Group and the “Partnership” includes the Partnership Group. Each of Alon Energy and the Partnership shall cause the Alon Group and the Partnership Group, respectively, to comply with this Agreement.

“ Partnership Group ” is defined in the Recitals to this Agreement.

“ Partnership Group Combined Tax Liability ” means, with respect to any Tax, the Partnership Group’s liability for such Tax owed with respect to a Combined Return for a taxable period, as determined under Section 3.2 of this Agreement.

“ Partnership Group Deposit ” is defined in Section 3.4 herein.

“ Partnership Group Members ” means those entities included in the Partnership Group.

“ Partnership Group Pro Forma Combined Return ” means a pro forma Combined Return or other schedule prepared pursuant to Section 3.2 of this Agreement.

“ Reporting Entity ” means the entity that is required by statute or rule to file the particular Combined Return.

“ Tax Attribute ” means a Tax Item of a member of the Partnership Group reflected on a Combined Return that is comparable to one or more of the following attributes with respect to a U.S. federal income tax consolidated tax return: a net operating loss, a net capital loss, an unused investment credit, an unused foreign tax credit, an excess charitable contribution, a U.S. federal minimum tax credit or a U.S. federal general business credit (but not tax basis or earnings and profits).

“ Tax Authority ” means a domestic governmental authority (other than the United States) or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (excluding the U.S. Internal Revenue Service).

“ Tax Controversy ” means any audit, examination, dispute, suit, action, litigation or other judicial or administrative proceeding initiated by Alon Energy or the Partnership or any Tax Authority.

“ Tax Item ” means any item of income, gain, loss, deduction or credit, or other item reflected on a Tax Return or any Tax Attribute.

“ Tax Return ” means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended Tax Return, claim for refund or declaration of estimated tax) required to be supplied to, or filed with, a Tax Authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

“ Tax ” or “ Taxes ” means all forms of taxation, whenever created or imposed, and whether imposed by a domestic, local, municipal, governmental, state, federation or other body, but excluding taxes imposed by the United States, and without limiting the generality of the foregoing, shall include net income, alternative or add-on minimum, gross income, sales, use, ad valorem, gross receipts, value added, franchise, profits, license, transfer, recording, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profit, custom duty or other tax, governmental fee or like assessment or charge of any kind whatsoever, together with any related interest, penalties or other additions to tax, or additional amounts imposed by any such Tax Authority.

Any term used but not capitalized herein that is defined in the Code or in the Treasury Regulations thereunder shall, to the extent required by the context of the provision at issue, have the meaning assigned to it in the Code or such regulation.

ARTICLE II

Preparation and Filing of Tax Returns

2.1 Manner of Filing

(a) For periods that include the Effective Date and periods after the Effective Date, Alon Energy shall have the sole and exclusive responsibility for the preparation and filing of, and shall cause the Reporting Entity to prepare and file, all Combined Returns. Alon Energy shall be authorized to take any and all action necessary or incidental to the preparation and filing of a Combined Return, including, without limitation, (i) making elections and adopting accounting methods, (ii) filing all extensions of time, including extensions of time for payment of tax, (iii) filing claims for refund or credit or (iv) giving waivers or bonds.

(b) For periods that include the Effective Date and periods after the Effective Date, the Partnership Group shall have the sole and exclusive responsibility for the preparation and filing of, and shall prepare and file or cause to be prepared and filed, all Tax Returns of the Partnership Group Members that are not Combined Returns.

(c) Alon Energy shall have sole discretion to include, or cause to be included, in a Combined Return for any Tax any member of the Partnership Group for which inclusion in such Combined Return is elective; provided, however, that the Partnership Group Combined Tax Liability for any period shall not exceed the aggregate of (x) each such elective Partnership Group Member’s liability for such Tax for such period, computed as if such Partnership Group Member were not included in such Combined Return and (y) the Partnership Group Combined Tax Liability calculated for the Partnership Group Members for which inclusion is not elective. Alon Energy shall provide pro forma Tax Returns pursuant to Section 3.5 of this Agreement to support the calculation of the amount of any decrease in the Partnership Group Combined Tax Liability pursuant to this Section 2.1(c).

2.2 Franchise Tax Taxable Period . References to “taxable period” for any franchise or other doing business Tax shall mean the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax.

ARTICLE III

Allocation of Taxes

3.1 Liability of the Partnership Group for Combined Taxes . For each Tax for each taxable period that includes or begins on or after the Effective Date and for which a Combined Return is filed, the Partnership Group Members included in such Combined Return shall be liable to Alon Energy for an amount equal to the Partnership Group Combined Tax Liability in respect of such Tax.

3.2 Partnership Group Combined Tax Liability . With respect to each Tax for each taxable period that includes or begins on or after the Effective Date and for which a member of the Partnership Group is included in a Combined Return, the Partnership Group Combined Tax Liability for such Tax for such taxable period shall be the Tax for such taxable period as determined on a Partnership Group Pro Forma Combined Return prepared:

(a) by including only the Tax Items of the members of the Partnership Group that are included in the Combined Return and computing the liability of the Partnership Group Members for such Tax as if such Partnership Group Members were included in a separate combined, consolidated or unitary return that includes only the Partnership Group Members;

(b) except as provided in Section 3.2(e) hereof, using all elections, accounting methods and conventions used on the Combined Return for such period;

(d) assuming that the Partnership Group elects not to carry back any net operating losses and

(e) assuming that the Partnership Group’s utilization of any Tax Attribute carryforward or carryback is limited to the Tax Attributes of the Partnership Group that would be available if the Partnership Group Combined Tax Liability for each taxable period ending after the Effective Date were determined in accordance with this Section 3.2.

3.3 Preparation and Delivery of Pro Forma Tax Returns . Not later than 90 days following the date on which a Combined Return is filed with the appropriate Tax Authority, Alon Energy shall prepare and deliver to the Partnership the related Partnership Group Pro Forma Combined Return calculating the Partnership Group Combined Tax Liability attributable to the period covered by such filed Combined Return.

3.4 Payment of Tax . Alon Energy shall timely pay (or shall cause to be timely paid) any Tax reflected on a Combined Return and hold the Partnership harmless for all liability for such Tax. In the event Alon Energy is required to make an estimated payment or deposit of any Tax of any Combined Group which includes any member of the Partnership Group, Alon Energy shall calculate the portion, if any, of such estimated payment or deposit attributable to the Partnership Group using a methodology similar to that described in Section 3.2 (the “ Partnership Group Deposit ”) and shall present such calculation to the Partnership. Within 5 days thereafter, the Partnership shall pay the Partnership Group Deposit to Alon Energy. Within 30 days after delivery by Alon Energy of a Partnership Group Pro Forma Combined Return to the Partnership calculating the Partnership Group Combined Tax Liability with respect to a Combined Return, the Partnership shall pay to Alon Energy such Partnership Group Combined Tax Liability less the amount of any Partnership Group Deposit relating to the same Combined Return.

3.5 Subsequent Changes in Treatment of Tax Items . With respect to any Combined Return for any taxable period beginning on or after the Effective Date, in the event of a change in the treatment of any Tax Item of any member of a Combined Group as a result of a Final Determination, within 30 days following such Final Determination (i) Alon Energy shall calculate the change, if any, to the Partnership Group Combined Tax Liability resulting from such change, (ii) Alon Energy shall pay any decrease in the Partnership Group Combined Tax Liability to the Partnership and (iii) the Partnership shall pay any increase in the Partnership Group Combined Tax Liability to Alon Energy.

ARTICLE IV

Control of Tax Proceedings; Cooperation and Exchange of Information

4.1 Control of Proceedings . Except as provided in this Article IV, Alon Energy shall have full responsibility and discretion in handling, settling or contesting any Tax Controversy involving a Tax Return for which it has filing responsibility under this Agreement as well as all Tax Returns for all taxable periods ending before the Effective Date. The Partnership shall have full responsibility and discretion in handling, settling or contesting any Tax Controversy involving a Tax Return for which it has filing responsibility under this Agreement. Except as otherwise provided in this Article IV, any costs incurred in handling, settling or contesting any Tax Controversy shall be borne by the Party having full responsibility and discretion thereof.

4.2 Cooperation and Exchange of Information.

(a) Each Party shall cooperate fully at such time and to the extent reasonably requested by any other Party in connection with the preparation and filing of any Tax Return or claim for refund, or the conduct of any audit, dispute, proceeding, suit or action concerning any issues or other matters considered in this Agreement. Such cooperation shall include, without limitation, the following: (i) the retention and provision on demand of Tax Returns, books, records (including those concerning ownership and Tax basis of property which a Party may possess), documentation or other information relating to the Tax Returns, including accompanying schedules, related workpapers and documents relating to rulings or other determinations by Taxing Authorities, until the expiration of the applicable statute of limitations (giving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.2(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of a Tax Return by Alon Energy, the Partnership or of their respective subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (iv) such Party’s commercially reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing.

(b) Each Party shall make its employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters.

(c) If any Party fails to provide any information requested pursuant to Section 4.2 hereof within a reasonable period, as determined in good faith by the Party requesting the information, then the requesting Party shall have the right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as reasonably necessary to comply with this Section 4.2 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

ARTICLE V

Warranties and Representations; Payment Obligations

5.1 Warranties and Representations Relating to Actions of Alon Energy and the Partnership . Each of Alon Energy and the Partnership warrants and represents to the other that:

(a) in the case of Alon Energy, it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power to carry out the transactions contemplated by this Agreement;

(b) in the case of the Partnership, it is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power to carry out the transactions contemplated by this Agreement;

(c) it has duly and validly taken all action necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;

(d) this Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable in accordance with its terms subject, as to the enforcement of remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally from time to time in effect and (ii) general principles of equity, whether enforcement is sought in a proceeding at law or in equity and

(e) the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the compliance with any of the provisions of this Agreement will not (i) conflict with or result in a breach of any provision of its certificate of incorporation, by-laws, certificate of limited partnership, limited partnership agreement or general partnership agreement, as the case may be, (ii) breach, violate or result in a default under any of the terms of any agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or affecting any of its properties or assets.

5.2 Calculation of Payment Obligations . Except as otherwise provided under this Agreement, to the extent that the payor Party has a payment obligation to the payee Party pursuant to this Agreement, the payee Party shall provide the payor Party with its calculation of the amount of such obligation. The documentation of such calculation shall provide sufficient detail to permit the payor Party to reasonably understand the calculation. All payment obligations shall be made to the payee Party or to the appropriate Tax Authority as specified by the payee Party within 30 days after delivery by the payee Party to the payor Party of written notice of a payment obligation. Any disputes with respect to payment obligations shall be resolved in accordance with Section 6.11 below.

5.3 Prompt Performance . All actions required to be taken by any Party under this Agreement shall be performed within the time prescribed for performance in this Agreement or if no period is prescribed, such actions shall be performed promptly.

5.4 Interest . Payments pursuant to this Agreement that are not made within the period prescribed therefor in this Agreement shall bear interest (compounded daily) from and including the date immediately following the last date of such period through and including the date of payment at a rate equal to the U.S. federal short-term rate or rates established pursuant to Section 6621 of the Code for the period during which such payment is due but unpaid.

5.5 Tax Records . The Parties to this Agreement hereby agree to retain and provide on proper demand by any Tax Authority (subject to any applicable privileges) the books, records, documentation and other information relating to any Tax Return until the later of (i) the expiration of the applicable statute of limitations (giving effect to any extension, waiver or mitigation thereof), (ii) the date specified in an applicable records retention agreement entered into with a Tax Authority, (iii) a Final Determination made with respect to such Tax Return and (iv) the final resolution of any claim made under this Agreement for which such information is relevant.

5.6 Continuing Covenants . Each Party agrees (i) not to take any action reasonably expected to result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any action reasonably requested by any other Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided that such action does not result in any additional cost not fully compensated for by the requesting Party. The Parties hereby acknowledge that the preceding sentence is not intended to limit, and therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered by this Agreement.

ARTICLE VI

Miscellaneous Provisions

6.1 Notice . Any notice, demand, claim or other communication required or permitted to be given under this Agreement (a “ Notice ”) shall be in writing and may be personally served provided a receipt is obtained therefor, or may be sent by certified mail return receipt requested postage prepaid, to the Parties at the following addresses (or at such other address as one Party may specify by notice to any other Party):


Alon Energy at:		Alon USA Energy, Inc. 12700 Park Central Dr., Suite 1600 Dallas, Texas 75251 Attention: Office of the Chief Legal Counsel

The Partnership at:		Alon USA Partners, LP
		12700 Park Central Dr., Suite 1600
		Dallas, Texas 75251
		Attention: Office of the Chief Legal Counsel

A Notice which is delivered personally shall be deemed given as of the date specified on the written receipt therefor. A Notice mailed as provided herein shall be deemed given on the third business day following the date so mailed. Notification of a change of address may be given by any Party to another in the manner provided in this Section 6.1 for providing a Notice.

6.2 Required Payments . Unless otherwise provided in this Agreement, any payment of Tax required shall be due within 30 days of a Final Determination of the amount of such Tax.

6.3 Injunctions . The Parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. The Parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

6.4 Further Assurances . Subject to the provisions hereof, the Parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. Subject to the provisions hereof, each of the Parties shall, in connection with entering into this Agreement, perform its obligations hereunder and take any and all actions relating hereto, comply with all applicable laws, regulations, orders and decrees, obtain all required consents and approvals and make all required filings with any governmental agency, other regulatory or administrative agency, commission or similar authority and promptly provide the other Parties with all such information as such Parties may reasonably request in order to be able to comply with the provisions of this sentence.

6.5 Parties in Interest . Except as herein otherwise specifically provided, nothing in this Agreement expressed or implied is intended to confer any right or benefit upon any person, firm or corporation other than the Parties and their respective successors and permitted assigns.

6.6 Setoff . Except as provided by Section 2.1(c) of this Agreement, all payments to be made under this Agreement shall be made without setoff, counterclaim or withholding, all of which are expressly waived.

6.7 Change of Law . If, due to any change in applicable law or regulations or the interpretation thereof by any court of law or other governing body having jurisdiction subsequent to the date of this Agreement, performance of any provision of this Agreement or any transaction contemplated hereby shall become impracticable or impossible, the Parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

6.8 Termination and Survival . Notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for the full period of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof) or until otherwise agreed to in writing by Alon Energy and the Partnership, or their successors.

6.9 Amendments; No Waivers .

(a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Alon Energy and the Partnership, or in the case of a waiver, by the Party against whom the waiver is to be effective.

(b) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

6.10 Governing Law and Interpretation . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed in the State of Delaware.

6.11 Resolution of Certain Disputes . Any disagreement between the Parties with respect to any matter that is the subject of this Agreement, including, without limitation, any disagreement with respect to any calculation or other determinations by Alon Energy hereunder, which is not resolved by mutual agreement of the Parties, shall be resolved by a nationally recognized independent accounting firm chosen by and mutually acceptable to the Parties hereto (an “ Accounting Referee ”). Such Accounting Referee shall be chosen by the Parties within fifteen (15) business days from the date on which one Party serves written notice on another Party requesting the appointment of an Accounting Referee, provided that such notice specifically describes the calculations to be considered and resolved by the Accounting Referee. In the event the Parties cannot agree on the selection of an Accounting Referee, then the Accounting Referee shall be any office or branch of the public accounting firm of KPMG LLP. The Accounting Referee shall resolve any such disagreements as specified in the notice within 30 days of appointment; provided, however, that no Party shall be required to deliver any document or take any other action pursuant to this Section 6.11 if it determines that such action would result in the waiver of any legal privilege or any detriment to its business. Any resolution of an issue submitted to the Accounting Referee shall be final and binding on the Parties hereto without further recourse. The Parties shall share the costs and fees of the Accounting Referee equally.

6.12 Confidentiality . Except to the extent required to protect a Party’s interests in a Tax Controversy, each Party shall hold and shall cause its consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all information (other than any such information relating solely to the business or affairs of such Party) concerning another Party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain through no fault of such Party or (iii) later lawfully acquired from other sources by the Party to which it was furnished), and each Party shall not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors who shall be advised of the provisions of this Agreement. Each Party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by another Party if it exercises the same care as it takes to preserve confidentiality for its own similar information.

6.13 Costs, Expenses and Attorneys’ Fees . Except as expressly set forth in this Agreement, each Party shall bear its own costs and expenses incurred pursuant to this Agreement. In the event a Party to this Agreement brings an action or proceeding for the breach or enforcement of this Agreement, the prevailing party in such action, proceeding or appeal, whether or not such action, proceeding or appeal proceeds to final judgment, shall be entitled to recover as an element of its costs, and not as damages, such reasonable attorneys’ fees as may be awarded in the action, proceeding or appeal in addition to whatever other relief the prevailing party may be entitled. For purposes of this Section 6.13, the “prevailing party” shall be the Party who is entitled to recover its costs; a Party not entitled to recover its costs shall not recover attorneys’ fees. No sum for attorneys’ fees shall be counted in calculating the amount of the judgment for purposes of determining whether a Party is entitled to recover its costs or attorneys’ fees.

6.14 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

6.15 Severability . The Parties hereby agree that, if any provision of this Agreement should be adjudicated to be invalid or unenforceable, such provision shall be deemed deleted herefrom with respect, and only with respect, to the operation of such provision in the particular jurisdiction in which such adjudication was made, and only to the extent of the invalidity, and any such invalidity or unenforceability in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All other remaining provisions of this Agreement shall remain in full force and effect for the particular jurisdiction and all other jurisdictions.

6.16 Entire Agreement.

(a) This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other agreements, whether or not written, in respect of any Tax between the Alon Group and the Partnership Group.

(b) In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any other agreement between the Alon Group and the Partnership Group, the provisions of this Agreement shall take precedence and to such extent shall be deemed to supersede such conflicting provisions under the other agreement.

6.17 Assignment . This Agreement is being entered into by Alon Energy and the Partnership on behalf of themselves and each member of the Alon Group and the Partnership Group. This Agreement shall constitute a direct obligation of each such member and shall be deemed to have been readopted and affirmed on behalf of any entity that becomes a member of the Alon Group or the Partnership Group in the future. Each of Alon Energy and the Partnership hereby guarantee the performance of all actions, agreements and obligations provided for under this Agreement of each member of the Alon Group and the Partnership Group, respectively. Each of Alon Energy and the Partnership shall, upon the written request of the other, cause any of their respective group members to formally execute this Agreement. This Agreement shall be binding upon, and shall inure to the benefit of, the successors, assigns and persons controlling any of the entities bound hereby for so long as such successors, assigns or controlling persons are members of the Alon Group or the Partnership Group or their successors and assigns.

6.18 Fair Meaning . This Agreement shall be construed in accordance with its fair meaning and shall not be construed strictly against the drafter.

6.19 Titles and Headings . Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

6.20 Construction . In this Agreement, unless the context otherwise requires, the terms “herein,” “hereof” and “hereunder” refer to this Agreement.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the day and year first above written.


ALON USA ENERGY, INC.

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Senior Vice President

ALON USA PARTNERS, LP

By:		ALON USA PARTNER GP, LLC, its general partner

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Vice President

Signature Page to Tax Sharing Agreement

Exhibit 10.4

LOGO

DISTRIBUTOR SALES AGREEMENT

between

SOUTHWEST CONVENIENCE STORES, LLC

and

ALON USA, LP

Detail Schedule


Effective Date			November 26, 2012

Distributor	Name		Southwest Convenience Stores, LLC
	Type of Entity		Limited Liability Company
	State of Organization		Texas
	Principal Offices		4001 Penbrook, Suite 400 Odessa, Texas 79762

Branded Products (§1.1)			Gasoline and diesel fuel

Expiration Date (§12)			November 26, 2032

Addresses for Notice (§19)	Distributor	US Mail	Southwest Convenience Stores, LLC Attn: Yossi Lipman P.O. Box 711 Odessa, Texas 79760
		Street	Southwest Convenience Stores, LLC Attn: Yossi Lipman 4001 Penbrook, Suite 400 Odessa, Texas 7976
		Fax	(432) 332-9307 Attn: Yossi Lipman
	Alon	US Mail	Alon USA, LP Attn: Manager, Branded Fuels P.O. Box 517030 Dallas, Texas 75251-7030
		Street	Alon USA, LP Attn: Manager, Branded Fuels 12700 Park Central Drive, Suite 1600 Dallas, Texas 75251
		Fax	(972) 367-3728 Attn: Manager, Branded Fuels

This Distributor Sales Agreement (this “Agreement”) is executed to be effective as of the Effective Date stated in the attached Detail Schedule , by ALON USA, LP (“Alon”), and the Distributor identified in the Detail Schedule (“Distributor”) (each a “Party” and collectively the “Parties”) to set out the terms and conditions under which (a) Alon will sell certain petroleum products to Distributor for resale by Distributor, (b) Distributor will participate in the Alon payment card network, and (c) Alon will make certain services available to Distributor in connection with Distributor’s resale of Alon-branded petroleum products and Distributor’s participation in the Alon payment card network.

Background

A. Alon owns or licenses all rights to use certain trademarks, which may be changed at Alon’s sole discretion, (the “Alon Marks”). The Alon Marks, together with any other trademark or trade dress used by Alon for the marketing and sale of Alon-branded gasoline and/or diesel (the “Branded Products”), collectively constitute the “Alon Brand and Image.”

B. Alon and Distributor desire to provide for Distributor’s purchase from Alon of the Branded Products for resale by Distributor, all in accordance with the terms and provisions of this Agreement.

C. Alon operates the Alon payment card network (the “Credit Card Program”) and from time to time conducts a variety of marketing support activities (the “Marketing Services”) to facilitate retail sales of Branded Products under the Alon Marks.

D. Distributor desires to (a) sell the Branded Products under the Alon Marks, and (b) use the Credit Card Program and Marketing Services to facilitate sales of the Branded Products, all at Covered Stations (as set forth on Schedule 2.1.3).

E. This Agreement covers (a) the sale by Alon, and the purchase by Distributor, of the Branded Products, (b) use of the Alon Marks in connection with the sale of the Branded Products at the Covered Locations, (c) participation in the Credit Card Program with respect to such Covered Locations and use of the Alon Marks in connection with the Credit Card Program, and (d) availability of the Marketing Services.

F. Each schedule attached to this Agreement is incorporated in this Agreement for all purposes.

NOW, THEREFORE, Alon and Distributor agree as follows:

1. Purchase and Sale of Branded Products

1.1 Products and Quantities . For the term of this Agreement, Alon agrees to sell to Distributor and Distributor agrees to purchase from Alon each month between 90% and 120% of the estimated monthly quantities of Branded Products as set forth below. The estimated monthly quantities shall be purchased ratably. Such obligation shall include the requirement to purchase quantities reasonably evenly over the course of each month and on a month to month basis. Alon and Distributor agree that the estimated monthly quantities of the Branded Products are reasonable and material to this Agreement. Distributor understands and agrees that the failure of Distributor to purchase the required quantities of Branded Products as provided in this Section 1.1 shall be a material violation of this Agreement.

Estimated Monthly Quantities of Branded Products:


Alon Gasoline				Gallons

Alon No. 2/Diesel Fuel				Gallons

1.2 Price .

(a) Distributor shall pay Alon (i) the Alon-branded distributor price per unit in effect for the Branded Products at the time the Branded Products are delivered to Distributor minus the discount for the applicable Terminal (as hereinafter defined) as set forth in the Discount Schedule and (ii) any applicable freight, taxes, pipeline tariff, and delivery place differential applicable to the location where product is delivered to Distributor. The “Alon-branded distributor price” means the price for Branded Products set by Alon from time to time under Alon’s traditional pricing program. Distributor may ascertain current applicable prices from electronic transmissions from Alon so long as Distributor maintains the required equipment or by contacting Alon’s marketing department.

(b) The current discount structure is based on gallons of Branded Products annually. Alon reserves the right to review and make applicable changes to the discounts reflected in the Discount Schedule if the Distributor’s purchases do not meet or exceed gallons of Branded Product annually.

(c) At all times during the term of this Agreement, unless otherwise directed by Alon Distributor shall purchase Branded Products for each Covered Station (as hereinafter defined) only from the Terminal located in the market in which such Covered Station is located.

1.3 Terms of Payment .

1.3.1 Unless Alon establishes other payment terms for Distributor, Distributor shall pay Alon in cash upon the placement of each order for the Branded Products.

1.3.2 At its sole determination, Alon may elect to extend credit to Distributor. In such event, credit will be extended on such terms and conditions as Alon may specify from time to time. Alon shall have the right at any time to withdraw the extended credit or to modify the terms and conditions applicable thereto with or without cause. In the event Alon extends credit to Distributor for one or more purchases of the Branded Products, no practice or course of dealing, regardless of duration or circumstances, shall obligate Alon to continue to extend credit for additional purchases.

1.3.3 As promptly as possible after each delivery date, Alon will invoice Distributor for delivery of the Branded Products to Distributor. Alon’s invoices, delivery tickets and other documents pertinent to the supply of Branded Products shall be prima facie evidence of the quantities, deliveries and prices of said Branded Products.

1.3.4 Distributor expressly agrees that Alon may, and Distributor hereby directs Alon to, offset amounts owed by Distributor to Alon for purchases of Branded Products, and all other amounts owed or owing by Distributor to Alon hereunder, against the amounts payable by Alon to Distributor under the Credit Card Program.

1.3.5 To secure the payment of all sums of money owed by Distributor to Alon hereunder, Distributor hereby grants Alon a continuing security interest in (a) all Branded Products purchased under this Agreement and on the proceeds thereof and (b) all proceeds due to Distributor under the Credit Card Program. In order to perfect and enforce the security interest granted herein, Alon shall have all of the rights and remedies afforded a secured party under the Uniform Commercial Code, as adopted by the state in which Distributor has its principal place of business. Distributor agrees to execute such other instruments as may be necessary or appropriate for Alon to perfect the security interest granted hereunder and agrees further that this Agreement may be filed of record by Alon as a financing statement.

1.3.6 If at any time during the term of this Agreement there shall arise between the Parties a dispute as to the amount payable by Distributor to Alon for any of the Branded Products delivered or deliverable hereunder, Alon, at its sole option, may suspend all further deliveries hereunder until the dispute is settled to Alon’s satisfaction. Alon shall not be obligated to make up any deliveries that are suspended under the provisions of this paragraph 1.3.6.

1.3.7 Alon’s rights hereunder to offset, change credit terms or terms of sale, enforce its security interests granted hereunder and to suspend sales of Branded Products to Distributor shall be in addition to, and not in substitution for, other rights and remedies available to Alon by operation of law and under other provisions of this Agreement.

1.4 Delivery and Transportation of Branded Products .

1.4.1 Deliveries to Distributor shall be made at terminals or other supply sources designated by Alon (each a “Terminal,” and collectively, “Terminals”), whether or not such Terminals are owned or operated by Alon. From time to time Alon may designate different or additional Terminals and determine the volumes, grades, and types of Branded Products to be made available from each Terminal. Alon shall have no obligation or liability for payment of Distributor’s transportation costs to or from any Terminal.

1.4.2 Branded Products delivered under this Agreement shall be in quantities and by the methods of delivery authorized at the Terminal. Delivery of the Branded Products to Distributor’s transport trucks or to any authorized common, private or contract carrier shall constitute delivery of the Branded Products to Distributor.

1.4.3 Distributor’s transportation equipment shall have a load capacity satisfactory to and approved by Alon. Distributor’s transportation equipment shall be loaded only during regular scheduled hours of Terminal operation, as such hours may be established from time to time.

1.4.4 Distributor warrants to Alon that Distributor’s employees and/or the employees of common, private, contract carriers or others hired by Distributor to deliver Branded Products are fully qualified to load and operate the vehicles used in the transportation of Branded Products. Distributor shall ensure that all such parties hired to deliver Branded Products shall be aware of all safety rules, regulations and procedures to be observed at the Terminal and shall be solely responsible for the failure of any such party to follow safe practices, to observe safety rules, regulations and procedures at the Terminal, or to comply with applicable laws and regulations.

1.4.5 Failure to notify Alon in writing of any loss arising from a claimed defect in a Terminal’s loading equipment or from any loading shortage, defect or other discrepancy, within five (5) days following delivery of the affected Branded Product shall bar Distributor from asserting any claim against Alon related to the claimed defect. Such notice shall substantiate said claim by properly noted freight bills and sworn affidavit of the manager at the Terminal from which the Branded Products were loaded. Claims for shortages of any Branded Product delivered by common carrier shall comply with the terms of the tariff in effect for said common carrier as well as the rules and regulations of the government entity regulating said common carrier. Alon shall have the right to specify other and additional claims procedures from time to time and to modify the requirements for claims submissions.

1.4.6 In order to gain access to any Terminal, Distributor shall obtain and furnish to the operator of that Terminal evidence that Distributor maintains the insurance coverage required by such Terminal. Such insurance requirements may or may not be met by Distributor’s compliance with the insurance requirements stated in paragraph 6 below.

1.5 Measurement . The number of gallons of each Branded Product delivered hereunder shall be determined on a temperature-adjusted basis, by using the Abridged Volume Correction Table for Petroleum Oils, as prepared by the United States Bureau of Standards.

1.6 Handling of Branded Products . Distributor shall comply with all laws, rules, guidelines, requirements, and procedures in connection with loading, transporting, handling, storing, testing, selling, dispensing or using the Branded Products, including without limitation such guidelines as Alon may issue from time to time with respect to high-sulfur diesel fuel, the Reid Vapor Pressure level of motor fuel, and unleaded motor fuels.

1.7 Product Specifications . All Branded Products sold under this Agreement shall meet Alon’s specifications for the respective grades and types of Branded Products at the time and place of delivery. Alon shall have the right to modify existing specifications and/or adopt new specifications, grades, or types of Branded Products at any time. Alon shall have the right at any time to discontinue the sale of any of the grades or types of Branded Products in any relevant geographic area. E XCEPT AS EXPRESSLY STATED ABOVE , A LON MAKES NO REPRESENTATIONS OR WARRANTIES , EXPRESS OR IMPLIED , REGARDING THE B RANDED P RODUCTS OR THE PROVISION OF ANY SERVICES , INCLUDING , BUT NOT LIMITED TO , ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE .

1.8 Product Inspection . Distributor hereby authorizes Alon, at any time and to the extent deemed necessary by Alon, to inspect, test and collect samples of Branded Products located in Distributor’s facilities and equipment or in Alon-branded retail facilities operated or served by Distributor. Distributor shall cooperate with Alon in any investigation of any alleged violations of Distributor’s obligations under this Agreement.

1.9 Claims for Quality . Failure to notify Alon in writing of a claimed defect in quality of a Branded Product within ten (10) days of Distributor’s discovery of any claimed defect shall bar Distributor from asserting any claim against Alon related to the claimed defect. Any notice to Alon under this paragraph 1.9 shall identify the Branded Product by delivery receipt number or other basis of identification. In connection with any such notice, Distributor shall furnish Alon evidence of the claimed defect, including any test results or reports of investigation of the Branded Product. Distributor shall allow Alon access to the subject Branded Product for inspection and shall deliver suitable quantities of that Branded Product to Alon for testing.

1.10 Taxes . Distributor shall pay all taxes and other charges that may be imposed by any federal, state or local or other governmental or other taxing authority, on the sale, manufacture or distribution of the Branded Products, provided that to the extent Alon is required by law to pay such tax or charge, Distributor agrees to reimburse Alon for payment of such tax or charge promptly upon receipt from Alon of written notice thereof. Distributor agrees that Alon shall be entitled to offset any amounts due to Alon by Distributor pursuant to this paragraph against the amounts payable by Alon to Distributor under the Credit Card Program.

2.	Trademark Use

2.1 Alon Marks

2.1.1 Subject to the terms and provisions of this Agreement, Distributor is permitted to:

(a)

use the Alon Marks in connection with the Branded Products Distributor offers for sale in retail transactions at certain stations owned by Distributor and identified as Covered Stations (“Owned Stations”);

(b)

use the Alon Marks in promoting sales of Branded Products at Owned Stations (including use of the Alon Marks in connection with the Credit Card Program);

(c)

use the Alon Marks in connection with the Branded Products purchased from Distributor for resale by dealers qualified by Distributor as required in Section 2.3.11 (“Permitted Dealers”) at certain retail stations (“Dealer Stations”); and

(d)

use the Alon Marks in promoting sales of Branded Products at Dealer Stations (including use of the Alon Marks in connection with the Credit Card Program).

2.1.2 References in this Agreement to the permitted “use” of the Alon Marks by Distributor shall mean the sales, promotion and other activities set out in subsections (a), (b), (c) and (d) above. Distributor shall insure that each use described in subsections (c) and (d) above complies with terms and conditions at least as restrictive as those contained in this Agreement.

2.1.3 Distributor shall use the Alon Marks only in connection with the Owned Stations and Dealer Stations shown on the attached Covered Station Schedule (collectively, the “Covered Stations”), which schedule identifies, for each Covered Station, the estimated annual quantity of Branded Products sold at such facility. From time to time, on mutual agreement, Distributor and Alon may amend the Covered Station Schedule to add or delete Covered Stations.

2.1.4 Distributor expressly agrees that an Owned Station or a Dealer Station shall cease to be a Covered Station (and Distributor shall immediately delete such Station from the Covered Station Schedule ) if any of the following events occur:

(a)

Distributor ceases to operate the facility or ceases to operate the facility during the hours and on the days service stations in the area generally are open;

(b)

a Permitted Dealer ceases to operate the facility or ceases to operate the facility during the hours and on the days service stations in the area generally are open;

(c)

Distributor ceases to be the sole supplier of petroleum products to an Owned Station or a Dealer Station for any reason;

(d)

this Agreement is terminated for any reason;

(e)

Distributor and Alon amend the Covered Station Schedule to delete the facility; or

(f)

a Covered Station fails to meet Minimum Product Standards and/or Minimum Image Standards (each as defined below) as set by Alon from time to time.

Distributor shall comply with all applicable laws, including without limitation, the Petroleum Marketing Practices Act (as hereinafter defined) in terminating the status of any Owned Station or Dealer Station as a Covered Station. Alon’s obligations under this Agreement with respect to such facility, and Distributor’s and a Permitted Dealer’s rights (if any) relating to such facility, shall terminate immediately on its loss of Covered Station status.

2.1.5 Distributor shall use each Alon Mark only in connection with the promotion and sale of a Branded Product. Distributor shall not, and shall not permit any Permitted Dealer to, sell or offer for sale any refined petroleum products not supplied to Distributor by Alon, at any Covered Station or otherwise, under any Alon Mark or under circumstances which would lead the public to believe such products are Alon-branded products. Distributor further agrees that it will not sell any refined petroleum products supplied to Distributor by Alon at any retail station that is not a Covered Station or to any operator or dealer for resale at any station that is not a Covered Station.

2.1.6 Distributor shall not, and shall cause each Permitted Dealer not to, use the Alon Marks or the Alon Brand and Image (i) for any purpose or in any manner other than the purposes and in the manner specifically contemplated by this Agreement, (ii) in connection with any other business or any other property, including any retail station that is not a Covered Station, or (iii) as part of its corporate or business name.

2.1.7 Distributor shall have the right to sell products other than the Branded Products such as grocery or convenience store items (“Unlicensed Products”) at its Owned Stations, and to sell Unlicensed Products for retail resale at Dealer Stations; provided that Distributor shall not, and shall cause each Permitted Dealer not to, use the Alon Marks in connection with any Unlicensed Products.

2.1.8 Any use or attempted use of the Alon Marks or the Alon Brand and Image at any Dealer Station pursuant to subsections (c) and (d) of Section 2.1.1 that does not bind the Permitted Dealer to abide by terms and conditions in conformance with, and at least as restrictive as, those contained in this Agreement shall not be a permitted use under this Agreement of the Alon Marks, the Alon Brand and Image, or any other rights under this Agreement and such Dealer Station shall immediately cease to be a Covered Station.

2.2 Rights of Alon; Limited Warranty

2.2.1 Distributor acknowledges and agrees that all rights, title and interest in and to the Alon Marks, whether registered or unregistered, and the Alon Brand and Image, including all goodwill associated with the Alon Marks and the Alon Brand and Image, shall at all times remain the sole and exclusive property of Alon. . Distributor further acknowledges and agrees that it shall obtain no right of ownership or any other right whatsoever over or in relation to the Alon Marks or the Alon Brand and Image, other than the limited rights granted in or pursuant to this Agreement.. Any and all goodwill that may accrue as a result of Distributor’s use of the Alon Marks and/or the Alon Brand and Image as permitted hereunder shall inure solely to Alon.

2.2.2 Distributor shall permit Alon to inspect Covered Stations and other facilities used by Distributor or a Permitted Dealer in connection with its operations under this Agreement at any reasonable time for compliance with the requirements of this Agreement. These inspection rights include but are not limited to the right to inspect, sample and test Branded Products. Distributor shall, and shall cause each Permitted Dealer to, cooperate fully with Alon in such inspections and in any follow-up investigation that Alon deems appropriate, including but not limited to investigations to determine if any of the Alon Marks have been infringed or to determine if a breach of any of Distributor’s obligations under this Agreement has occurred.

2.2.3 Alon may amend its Marking Policies and Signage Specifications (each as defined below) from time to time in its discretion. Distributor acknowledges that the Alon Brand and Image is constantly evolving and that the Alon Brand and Image may change as it continues to evolve. Therefore, Distributor agrees that it shall, and shall cause its Permitted Dealers to, make such changes in its operations, including remodeling of Covered Stations, as may be reasonably necessary to keep its operations up to date with the current Alon Brand and Image, which shall include, but not be limited to, the exterior/interior signage, color identification and equipment specifications. Any changes reasonably necessary to comply with the then current Marking Policies, Signage Specifications or Alon Brand and Image shall be completed as soon as reasonably practicable after Distributor receives notice of an amendment thereto. At all times during the term of this Agreement, the then most recent Image Specification Manual (as hereinafter defined) shall be the standard for determining the Alon Brand and Image.

2.2.4 Alon reserves the right at any time to change, modify, add or discontinue any part of the Alon Brand and Image by written notification to Distributor.

2.2.5 Distributor acknowledges and agrees that any usage of the Alon Marks and the Alon Brand and Image by Distributor, its Permitted Dealers or anyone on Distributor’s behalf pursuant to this Agreement (or otherwise, even if such action is a breach of this Agreement) will inure to the benefit of Alon.

2.2.6 Distributor recognizes that it is in the interests of the Parties to this Agreement for Distributor to affirmatively conduct its business to reflect favorably on the Parties and to further promote public acceptance of the Alon Marks, the Alon Brand and Image and the Branded Products. In recognition of such objectives, Distributor shall at all times conduct its operations, and shall cause its Permitted Dealers to conduct their operations, at all Covered Stations in accordance with the Minimum Product Standards and Minimum Image Standards.

2.2.7 Alon warrants that it owns or licenses the Alon Marks as of the Effective Date and that Alon has taken all requisite action to authorize the making of this Agreement under its organizational documents. A LON MAKES NO OTHER REPRESENTATION OR WARRANTY , EXPRESS OR IMPLIED , REGARDING THIS A GREEMENT OR ITS SUBJECT MATTER , INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO THE VALIDITY OF ANY A LON M ARK , ANY WARRANTY OF SUITABILITY OR MERCHANTABILITY OR ANY REPRESENTATION OR WARRANTY AS TO D ISTRIBUTOR ’ S FUTURE OPERATING PERFORMANCE OR RESULTS WHILE USING THE A LON M ARKS OR THE A LON B RAND AND IMAGE .

2.3 Distributor’s Obligations, Representations and Warranties

2.3.1 Distributor shall ensure that all Branded Products sold at Covered Stations meet or exceed all applicable governmental and industry specifications for the respective grades and types of Branded Products (“Minimum Product Standards”). Distributor shall not sell, and shall not permit any Permitted Dealer to sell, Branded Products at any Covered Station that do not meet or exceed the Minimum Product Standards. Distributor agrees that Branded Products purchased hereunder will not be mixed with any other petroleum products or chemicals, except as expressly authorized or required by Alon.

2.3.2 At all times during the term of this Agreement, Distributor shall maintain sufficient supplies of Branded Products in stock to meet promptly and fully the requirements of all Covered Stations. Distributor shall (a) diligently promote the sale and distribution of Branded Products to the Covered Stations, (b) cause each Covered Station to (i) purchase all of its petroleum products supply from Distributor and (ii) sell only Branded Products purchased from Distributor and (c) cause all Covered Stations to display Branded Products prominently and consistent with the demand therefor.

2.3.3 For each Covered Station, Distributor shall, at its expense, obtain, install and maintain signage displaying Alon Marks in accordance with the specifications set out by Alon (as may be amended by Alon pursuant to Section 2.2.3, the “Signage Specifications”) in the Alon Image Specification Manual provided to Distributor by Alon (as may be amended or modified by Alon from time to time, the “Image Specification Manual”). By execution of this Agreement, Distributor acknowledges receipt of the current Image Specification Manual. Distributor may require Permitted Dealers to assume responsibility for the duties under this Section 2.3.3 for purposes of the Dealer Stations, but no such assumption shall relieve Distributor of its obligations under this Section 2.3.3.

2.3.4 Distributor shall display the Alon Marks in accordance with Alon’s marking policy set out by Alon in the Image Specification Manual (as may be amended by Alon pursuant to Section 2.2.3, the “Marking Policy”). Distributor shall utilize the symbol ^® in conjunction with the federally registered trademarks and service marks contained in the Alon Marks when used on or in connection with Branded Products, on signage and in printed materials.

2.3.5 Distributor shall diligently promote retail sales of Branded Products under the Alon Marks at the Covered Stations and shall ensure that each Owned Station, whether operated directly by Distributor or by a contract operator, and each Dealer Station is operated consistently with high industry standards, including but not limited to compliance with all rules, guidelines, requirements, permits, or procedures on or for loading, transportation, handling, storing, testing, selling, dispensing or use of Branded Products, including, without limitation, with respect to sulfur content, the Reid Vapor Pressure level of motor fuel, and unleaded motor fuels.

2.3.6 Distributor shall comply with all laws, ordinances, rules, regulations, permits and standards of all pertinent governmental or regulatory bodies and authorities having jurisdiction with respect to the use of the Alon Marks pursuant to this Agreement, the operation of each Covered Station, or the handling, storage, testing, sale, distribution, transportation, or use of Branded Products covered by this Agreement, including, if applicable, Branded Products containing lead compounds and unleaded gasoline, and shall require each subsequent purchaser for resale similarly to obligate itself. Distributor will obtain and pay for all necessary licenses, permits or consents required for the operation of its business at any Covered Station or performance of this Agreement.

2.3.7 Distributor shall not do or permit to be done any act that would tend to disparage the goodwill and reputation of Alon or of any Alon Mark, nor permit any act that could be reasonably foreseen to prejudice, affect, impair or destroy the title, interest, and/or ownership of Alon in any Alon Mark or the legal existence or enforceability of any Alon Mark, or the Alon Brand and Image generally. Should Distributor become aware of any third party infringement of any one or more of the Alon Marks, or any improper or wrongful use of the Alon Marks, Distributor shall immediately bring such infringement or improper use to Alon’s attention in writing. In the event Alon chooses to pursue legal action with respect to such infringement or improper use, Distributor shall, at Alon’s expense, reasonably cooperate and assist Alon in such action.

2.3.8 Distributor shall take all reasonable steps to protect the goodwill associated with the Alon Marks and the Alon Brand and Image and, in order to prevent any deception to the public, shall operate its business in accordance with the standards and requirements of quality, appearance, cleanliness, safety, access, size and service as from time to time prescribed by Alon. The steps include, but are not limited to, maintaining Covered Stations in a neat, attractive and safe condition, making repairs and renovations to Owned Stations reasonably necessary to meet Alon’s standards, and maintaining adequate inventories and trained personnel to serve the public in a manner commensurate with the reputation of Alon-branded stations generally (the standards and requirements described in this Section 2.3.8 being referred to herein as the “Minimum Image Standards”).

2.3.9 During and after the term of this Agreement, Distributor shall not challenge the validity of any Alon Mark, Alon’s ownership of any Alon Mark, or Alon’s entitlement to use any Alon Mark in any court or proceeding, or attempt to cancel or invalidate the registration of any Alon Mark. Distributor shall, and shall cause each Permitted Dealer to, execute and deliver such documents, at Alon’s expense, as Alon may request to protect its interests in the Alon Marks.

2.3.10 Distributor shall cooperate with Alon in the original registration or renewing the registration of any Alon Mark as it becomes due, including providing Alon with a reasonable number of specimens of Distributor’s commercial use of the Alon Mark and specific information on dates and types of usage, as requested by Alon, but Distributor shall have no obligation to pay any of the applicable registration fees.

2.3.11 Distributor shall exercise due diligence before permitting any Dealer Station to become a Covered Station under this Agreement to ensure that the proposed Permitted Dealer is a qualified wholesale customer. A qualified wholesale customer is a reputable independent dealer or potential independent dealer for Distributor whose credit, prior experience, operations and existing or planned facilities demonstrate such dealer’s capacity and ability to comply with the terms of this Agreement. Alon shall have the right to review the qualifications of each Permitted Dealer and proposed Permitted Dealer, and the right to require Distributor to prohibit a Dealer Station from becoming a Covered Station, or to terminate the status of a Dealer Station as a Covered Station, if the Permitted Dealer is deemed unqualified or would not, or does not, satisfy the requirements of Section 2.1.4. Alon’s review or non-review under this section shall not relieve Distributor of its obligations under this Section 2.3.11.

2.3.12 Distributor shall not make any representations to any person, including without limitation, its Permitted Dealers or its retail customers, as to the existence of any warranties of Alon with respect to Branded Products sold by Distributor, nor shall Distributor represent that anyone other than Distributor is in any way responsible for the quality of any product or service provided by Distributor. Distributor shall make no representations that it is affiliated with Alon in any manner, or that Alon in any manner guarantees the debts, obligations or liabilities of Distributor.

2.3.13 Distributor shall cause each Permitted Dealer to comply with the terms of this Agreement, including this Section 2.3. Distributor shall diligently enforce the terms of this Agreement against each Permitted Dealer for its own benefit and for the benefit of Alon. Distributor shall notify Alon promptly of any noncompliance or suspected noncompliance with any term or obligation set forth in this Agreement that could adversely affect any of the Alon Marks, the Alon Brand and Image, or the goodwill represented by the Alon Marks or the Alon Brand and Image.

2.3.14 Distributor shall, at its own cost and expense, immediately de-brand each facility that loses Covered Station status, and shall de-brand all products associated with such facility, in the same manner as provided in Section 12.3. Distributor shall cause all such debranding to be completed within 60 days of loss of Covered Station status. If Distributor fails to do so, then Alon or its representatives shall have the right to de-brand the facility, and Distributor shall reimburse Alon for all costs and expenses of the debranding. Distributor agrees that Alon shall be entitled to offset any amounts due to Alon by Distributor pursuant to this paragraph against the amounts payable by Alon to Distributor under the Credit Card Program.

2.3.15 Distributor is duly organized, validly existing and in good standing under the laws of the state of organization set forth in the Detail Schedule and is duly qualified to do business in each jurisdiction where Distributor conducts its business and operations.

2.3.16 The execution, delivery, consummation and performance of this Agreement by Distributor does not conflict with, or constitute a breach of, any terms of Distributor’s charter or bylaws, or any contract, agreement, mortgage, lease or restriction to which Distributor is a party or by which it is bound.

2.3.17 Distributor has all necessary corporate power and authority to execute, deliver, consummate and perform this Agreement and this Agreement shall be binding and enforceable against Distributor in accordance with its terms.

2.3.18 Distributor agrees that it will make every reasonable effort at all time during the terms of this Agreement to provide sufficient working capital for Distributor to faithfully fulfill its obligations under this Agreement.

2.3.19 Distributor has no material liabilities, adverse claims, commitments or obligations of any nature as of the date of this Agreement, whether accrued, unliquidated, absolute, contingent or otherwise which are not reflected in the financial statements of Distributor furnished to Alon in connection with this Agreement. All such financial statements fairly present the financial condition and results of operation of Distributor.

2.3.20 There are no claims, suits, actions, proceedings or investigations pending, or to the knowledge of Distributor’s directors and officers (after due inquiry), threatened in any court or before any governmental agency or instrumentality, or to the knowledge of Distributor’s directors and officers (after due inquiry), any basis for any claim, action, suit, proceeding or investigation, which affects or could affect, directly or indirectly, any of the assets, properties, rights or business of Distributor.

3.	Marketing Services

3.1 Alon may from time to time provide or coordinate Marketing Services for the benefit of Distributors. From time to time, Alon may, at its sole discretion, provide regional or local advertising or marketing for the Alon Marks in Distributor’s geographic area and may make available to Distributor advertising or marketing support such as materials or cooperative advertising opportunities, but no course of dealing, practice or custom by Alon acting independently or between the Parties to this Agreement shall create any duty or obligation on the part of Alon to support the Alon Marks with any particular kind or level of advertising or marketing support or activity.

3.2 Alon will afford Distributor and Distributor’s Permitted Dealers an opportunity to participate in marketing or advertising programs (if any) initiated by Alon.

3.3 Distributor shall not, and shall cause each Permitted Dealer not to, use any advertising, programs or other Marketing Services made available by Alon (including any technology related thereto) for any purpose other than as expressly contemplated by this Agreement in connection with a Covered Station. In furtherance of the foregoing, Distributor agrees that it will not, and will cause each Permitted Dealer not to, use any advertising, programs or other Marketing Services made available by Alon (including any technology related thereto) at any Owned Station or Dealer Station which is not a Covered Station and that the confidentiality and non-use provisions of Section 8 shall apply to all advertising, programs and other Marketing Services made available by Alon (including any technology related thereto). Distributor further agrees that it shall not, and will not permit any Permitted Dealer to, use any programs or other marketing services or related technology that is not provided by Alon at any Covered Station without Alon’s prior written consent which may be withheld in Alon’s sole discretion.

3.4 Distributor acknowledges that the Marketing Services, including the technology, the trade secrets and other information relating thereto, that may be made available to Distributor pursuant to this Agreement are in addition to any skills, knowledge or information that Distributor, any Permitted Dealer or their respective personnel, agents and representatives currently have and is in addition to customary or usual skills generally possessed in the business and retail community.

4.	Charges for Marketing Services

Should the Distributor choose to participate in Marketing Services, Distributor shall pay for all Marketing Services in which Distributor or its Permitted Dealers participate according to the terms of the particular program offered and to the extent the program requires payments by participants. Alon may offset any amounts due under this Section 4 against the amounts payable by Alon to Distributor under the Credit Card Program.

5.	Credit Card Program

5.1 Definitions . Capitalized terms used in this Section 5 that are not otherwise defined in this Section 5 or elsewhere in this Agreement shall have the meanings given such terms in the schedule attached hereto as the “Credit Card Program Defined Terms Schedule .”

5.2 Distributor’s Participation .

5.2.1 Participation . Distributor shall, and shall cause each Owned Station which is a Covered Station to, participate in the Credit Card Program during the term of this Agreement. In furtherance thereof, Distributor must accept Cards in transactions at each Owned Station which is a Covered Station and Distributor shall cause all applicable conditions for authorization of Card Transactions to be satisfied. Distributor’s participation in the Credit Card Program is subject to (a) the terms of Alon’s agreements with the Alon Card Issuer and to the regulations for approved Alon Card transactions imposed by the Alon Card Issuer from time to time, (b) the obligation of Distributor to pay Alon, Alon Card Issuer and Card Transaction Processor such fees and expenses as are described in the fee schedule (the “Alon Payment Card Program Schedule”) included within the Alon Branded Program Manual (as may be amended or modified by Alon from time to time, the “Branded Program Manual”), (c) immediate termination upon termination of Alon’s agreements with the Alon Card Issuer, and (d) immediate termination upon termination of Alon’s agreements with Card Transaction Processor, unless Alon has elected to replace Card Transaction Processor. By execution of this Agreement, Distributor acknowledges receipt of the current Branded Program Manual.

5.2.2 Service Elements . Alon will make the Credit Card Program available to Distributor and its Permitted Dealers through contracts between Alon and independent third party service providers. Under the contracts, such service providers will provide processing services for Alon Cards, Bank Cards and Debit Cards. The Credit Card Program will include the following service elements: (a) specifications for required point of sale equipment; (b) credit card application forms and application processing for Alon Cards; (c) subject to approval, issuance of Alon Cards; (d) Bank Card processing; (e) Debit Card processing; (f) responses to requests for copies of sales drafts; and (g) processing chargebacks.

5.2.3 Credit Card Applications . Under its contract with Alon, Alon Card Issuer is obligated to provide Distributor with applications for Alon Cards. Alon Card Issuer will process Alon Card applications as received and either issue a Alon Card to the applicant or deny the card in accordance with Alon Card Issuer’s procedures. Distributor agrees to, and shall cause Permitted Dealers to, display Alon Card applications and promotional material at all Covered Stations at all times during the term of this Agreement.

5.2.4 Processing Services . Under its contract with Alon, Card Transaction Processor is obligated to provide Card Transaction processing services to Distributor and its Permitted Dealers for Alon Card, Bank Card, and Debit Card transactions. Alon’s obligation to provide services to Distributor under the Credit Card Program is limited to and defined by (a) the services Card Transaction Processor has agreed to provide Alon and (b) Alon’s agreement in Section 5.5.1 to collect and process net proceeds from Card Transactions for Distributor.

5.3 Permitted Dealer Participation.

5.3.1 Participation . Distributor shall cause each Permitted Dealer, and each Dealer Station which is a Covered Station, to participate in the Credit Card Program during the term of this Agreement. In furtherance thereof, Distributor shall cause each Permitted Dealer to accept Cards in transactions at Dealer Stations which are Covered Stations and Distributor shall cause Permitted Dealers to satisfy all applicable conditions for authorization of Card Transactions. Each Permitted Dealer’s participation in the Credit Card Program shall be subject to (a) the terms of Alon’s agreements with the Alon Card Issuer and the regulations for approved Alon Card transactions imposed by the Alon Card Issuer from time to time, (b) Permitted Dealer’s obligation to pay Alon, Alon Card Issuer and Card Transaction Processor such fees and expenses as are described in the Alon Payment Card Program Schedule , (c) immediate termination upon termination of Alon’s agreements with the Alon Card Issuer, and (d) immediate termination upon termination of Alon’s agreements with Card Transaction Processor, unless Alon has elected to replace Card Transaction Processor.

5.3.2 Permitted Dealer Agreements . Distributor shall enter into an Alon Payment Card Program Dealer Agreement with each Permitted Dealer in substantially the form attached to this Agreement as Exhibit B . Distributor will provide Alon with copies of all Alon Payment Card Program Dealer Agreements. Each Alon Payment Card Program Dealer Agreement shall be a separate contract between Distributor and the Permitted Dealer and shall create no contractual rights between the Permitted Dealer and Alon, but Alon shall be a third party beneficiary of certain covenants, conditions and restrictions applicable to the Permitted Dealer under the Alon Payment Card Program Dealer Agreement and shall be entitled to enforce those provisions as a third party beneficiary. Distributor shall be solely responsible for the breach of Distributor’s obligations under an Alon Payment Card Program Dealer Agreement. BY PROVIDING THE FORM A LON P AYMENT C ARD P ROGRAM D EALER A GREEMENT TO D ISTRIBUTOR , A LON IS NOT PROVIDING LEGAL ADVICE TO D ISTRIBUTOR , BUT INSTEAD A LON ADVISES D ISTRIBUTOR TO SEEK ITS OWN LEGAL COUNSEL . A LON MAKES NO REPRESENTATION OF THE VALIDITY OR ADEQUACY OF THE A LON P AYMENT C ARD P ROGRAM D EALER A GREEMENT OR ANY OF ITS PROVISIONS .

5.3.3 Settlement with Permitted Dealers . Alon shall not, and shall not be obligated to, provide any processing, settlement or other services to Permitted Dealers in connection with the Credit Card Program. Alon’s sole obligation to provide processing or other services is limited to Alon’s agreement in Section 5.5.1 to collect and process net proceeds from Card Transactions for Distributor. Distributor shall be solely responsible for settlement with its Permitted Dealers for proceeds from Card Transactions due to Permitted Dealers.

5.4 Point of Sale Equipment . Card Transaction Processor will furnish to Alon and Alon will provide to Distributor as received the technical and operating specifications for all point of sale equipment required at the pump or in the store for initiating the processing of Card Transactions. Distributor and Permitted Dealers may purchase or lease from Alon the required point of sale equipment. Alon will provide Distributor and its Permitted Dealers with a list of suggested equipment and prices and terms for lease or sale from Alon. Installation of the required point of sale equipment shall be in accordance with Card Transaction Processor’s requirements, including any required testing and authentication procedures to initiate on-line processing services through Card Transaction Processor’s designated media for connection to its processing system. Distributor and its Permitted Dealers may acquire the required point of sale equipment from other suppliers, but Distributor and its Permitted Dealers must acquire only point of sale equipment and installation that meets specifications and is otherwise compatible with Card Transaction Processor’s data processing system, including any subsequent updates or modifications.

5.5 Fees, Payments, Rights and Responsibilities .

5.5.1 Distributor Fees and Payments . Distributor is obligated to pay the fees and expenses stated in the Alon Payment Card Program Schedule and authorizes Card Transaction Processor to deduct from settlement proceeds received from Card Issuers all fees and expenses then due to Card Transaction Process under the Alon Payment Card Program Schedule . After such deductions, the Card Transaction Processor shall transfer to Alon the net amount of settlement proceeds due. Alon shall collect such net settlement proceeds and, after deducting all fees and expenses due Alon under the Alon Payment Card Program Schedule and all other amounts Alon is entitled to offset under this Agreement and applicable law, shall offset the remaining proceeds against the amounts owed by Distributor to Alon for purchases of Branded Products in accordance with Section 1.3.4 hereof. If Card Transaction Processor or Alon fails to collect from settlement proceeds all fees and expenses Distributor owes under the Alon Payment Card Program Schedule , then Distributor shall pay Alon upon demand all unpaid amounts. Alon may modify the Alon Payment Card Program Schedule at any time, provided no increase in fees or in reimbursable expenses shall be effective unless Distributor and the Permitted Dealers are given at least thirty (30) days prior notice of the change.

5.5.2 Permitted Dealer Fees and Expenses . Distributor may charge Permitted Dealers such reasonable fees and require reimbursement of such reasonable expenses for participation in the Alon Payment Card Program as Distributor and Permitted Dealers may agree in the Alon Payment Card Program Dealer Agreements.

5.5.3 Independent Status . Alon will make the Credit Card Program available through independent, third parties acting as independent contractors in providing those services. Alon shall have no responsibility for any error, omission or breach of legal or contractual duty by Distributor, any Permitted Dealer, Card Transaction Processor or any Card Issuer. Except for receipt and disbursement of net proceeds from Card Transactions as described in Section 5.5.1, Alon shall fully discharge its obligations with respect to the Credit Card Program by providing the services of Card Transaction Processor and Alon Card Issuer and any replacements for the existing providers required to continue the Credit Card Program while it is in effect.

5.5.4 Taxes . Distributor shall be wholly responsible for collecting, reporting and remitting timely all motor fuel taxes, all sales or use taxes and all other excise taxes imposed under state or federal law upon any Card Transaction or the proceeds of any Card Transaction. In the event that Alon is required by any governmental entity to withhold any such taxes for the account of Distributor or any Permitted Dealer, Alon may comply with such requirement without liability to Distributor or any Permitted Dealer. D ISTRIBUTOR SHALL INDEMNIFY , DEFEND AND HOLD HARMLESS A LON , ITS AFFILIATES , AND EACH OF THEIR RESPECTIVE OFFICERS , DIRECTORS AND EMPLOYEES FROM ANY LIABILITY OR EXPENSE RESULTING FROM THE FAILURE OF D ISTRIBUTOR OR ITS P ERMITTED D EALERS TO COLLECT , REPORT OR PAY EXCISE TAXES OR TO DO SO IN THE TIMES PROSCRIBED THEREFOR . Alon and Distributor agree that upon Distributor or one of its Permitted Dealer’s electronically transmitting a sales draft to a Card Issuer, the transaction is a draft upon a lender and the proceeds remitted by the Card Issuer in settlement are the proceeds of a loan made by the Card Issuer to the holder of the Card when the draft on the Card Issuer is honored by the Card Issuer.

5.5.5 Compliance with Laws . Distributor, Card Transaction Processor and the Card Issuers are and shall be wholly responsible for compliance with all applicable state or federal law with respect to any aspect of the Card Transactions.

5.5.6 Cancellation of Participation . Alon Card Issuer and Alon separately reserve the right to cancel the authorization of Distributor or any Permitted Dealer to participate in the Credit Card Program at any time for any or all of Distributor’s or such Permitted Dealer’s Covered Stations if Distributor or such Permitted Dealer has (a) breached the terms of this Agreement, (b) violated the regulations for Card Transactions or otherwise breached or violated any duty or obligation under contract or at law to Alon or to a Card Issuer, or (c) filed, or any creditor(s) of Distributor or such Permitted Dealer has filed against Distributor or such Permitted Dealer, a petition in bankruptcy.

5.5.7 Right to Withdraw . Alon reserves the right to withdraw the Credit Card Program at any time in any geographic area with or without cause. The terms of this Section 5 shall terminate upon the date specified in Alon’s notice of withdrawal.

5.5.8 Effect of Cancellation or Withdrawal . On any cancellation or withdrawal of the Credit Card Program pursuant to Sections 5.5.6 or 5.5.7, Distributor shall, and/or shall cause the Permitted Dealer(s) to, as applicable, immediately cease all use of the Credit Card Program.

6.	Distributor’s Insurance Requirements

6.1 Unless otherwise specified by Alon, throughout the term of this Agreement Distributor shall, at its sole expense, cause to be issued the following insurance coverage:

(a)

Comprehensive General Liability: General commercial liability insurance with a minimum combined single limit coverage of $1,000,000 per occurrence and $1,000,000 aggregate for property damage, personal injury, or death of persons.

(b)

Automobile Liability: Automobile liability insurance of not less than $1,000,000 combined single limit coverage per occurrence on all owned, hired, borrowed and non-owned vehicles.

(c)

Worker’s Compensation: Worker’s compensation insurance with benefits no less than $500,000 per accident and provided under a worker’s compensation policy by a rated worker’s compensation subscriber licensed in the state where Distributor conducts its business.

(d)

Occupational Disease Insurance: Employer’s liability insurance with benefits no less than $500,000 for each accident, $500,000 for disease for each employee and $1,000,000 aggregate disease policy limit.

(e)

Excess Umbrella Coverage: Excess umbrella coverage for the insurance policies described in clauses (a) through (d) above with limits of no less than $3,000,000.

6.2 Alon, its parent, subsidiaries, and affiliated companies, and their respective employees, officers and agents shall be named as additional insureds in each of Distributor’s policies, except Workers’ Compensation. Each of Distributor’s policies shall be endorsed to provide that underwriters and insurance companies of Distributor shall not have any right of subrogation against Alon, its parent, subsidiaries and affiliated companies, and their respective agents, employees, officers, invitees, servants, contractors, subcontractors, underwriters and insurance companies. Any coverage provided Alon by Distributor’s insurance under this Agreement is primary insurance and shall not be considered contributory insurance with any insurance policies of Alon, its parent, subsidiaries and affiliated companies.

6.3 Distributor shall furnish Alon certificates of insurance evidencing the insurance required herein and, upon request, Alon may examine true copies of the actual policies. The insurance coverage as stated above shall be maintained by Distributor at its sole expense at all times during the term of this Agreement. Each certificate shall provide that thirty (30) days prior written notice shall be given Alon in the event of cancellation or material change of insurance coverage or endorsements required hereunder.

7.	Customer Complaints

Distributor shall respond to any customer inquiries or complaints received by Distributor or Alon in connection with any customer served by Distributor or the Covered Stations it operates or serves and shall take prompt and reasonable action to correct or satisfactorily resolve each inquiry or complaint.

8.	Confidential Information

Distributor and Distributor’s officers, directors, employees, agents and representatives (collectively, “Distributor Parties”) shall not, and shall not permit any Permitted Dealer or any officer, director, employee, agent or representative of such Permitted Dealer (collectively with such Permitted Dealer, the “Dealer Parties”) to, during the term of this Agreement or thereafter, communicate, reproduce, publish, disclose, divulge or use, for the benefit of themselves (other than solely in connection with the operation of the Covered Stations as contemplated by this Agreement) or any other person, entity, business or operation (including any Owned Station or Dealer Station which is not a Covered Station), any information relating to the trade practices, software, computer systems, sales, promotions, marketing, programs, technology or know-how of Alon which may be communicated to or in any way made available to any Distributor Party or Dealer Party by virtue of Distributor’s operations under or in connection with this Agreement (all, the “Confidential Information”). Distributor and Distributor Parties shall, and shall cause each Dealer Party to, use the Confidential Information solely for the purpose of this Agreement and the operation of the Covered Stations and expressly agree that no Confidential Information shall be used for or in connection with any Owned Station or Dealer Station which is not a Covered Station. Distributor shall disclose Confidential Information only to those Distributor Parties or Dealer Parties which are (i) employed or engaged in the operation of Covered Stations, (ii) which need to know such Confidential Information for the purposes of operating a Covered Station as contemplated by this Agreement, and (iii) which have been informed of these restrictions and have agreed to comply with the terms hereof.

9.	Independent Status of Distributor

This Agreement does not reserve, give, or grant to Alon any right to manage or control the day-to-day business of Distributor, any Permitted Dealer, or any Covered Station, and neither Distributor nor any Permitted Dealer or their respective employees or agents shall be agents or employees of Alon for any reason or for any purpose whatsoever. Distributor is, and shall be at all times, an independent business entity that is free to conduct its business as it determines, subject to the obligations set forth in this Agreement. Distributor agrees to place and maintain a sign in a prominent place at all Covered Stations where Branded Products are sold pursuant to this Agreement identifying the operator of the facility. Distributor shall not make any agreements, representations or warranties in the name of or on behalf of Alon, and Alon shall not be obligated by or have any liability under any agreements, representations or warranties made by Distributor, nor shall Alon be obligated for any damages to any person or property directly or indirectly arising out of the operation of Distributor’s business conducted pursuant to this Agreement.

10.	Force Majeure; Allocation

10.1 If Alon’s performance of any obligation under this Agreement is delayed, prevented, or affected by strikes or other labor matters, fire, riot, war, insurrection, terrorist acts, governmental authority or governmental requests, or requisitions for national defense or other purposes, or any other cause beyond the reasonable control of Alon, whether similar to or dissimilar from the enumerated causes (it being expressly agreed that the causes enumerated above are not exhaustive), performance during the period of such disability or impossibility to perform shall be excused and no liability for damages shall exist against Alon on account thereof. On cessation of the cause or causes of any such failure or delay, Alon shall resume its performance hereunder, but such failure or delay shall not operate to extend the term of this Agreement.

10.2 If deliveries by Alon to Distributor are made commercially impracticable because of a shortage of Branded Products or interruption of Alon’s supply origin or other conditions as provided in paragraph 10.1 above, Alon may allocate its available supply of Branded Products among all of its customers, including Distributor, in such manner as Alon in its sole discretion may deem reasonable, without liability to Distributor for failure to deliver the quantities of Branded Products that Distributor may require or otherwise be entitled to under this Agreement; provided, however, that should federal or state law and rules and regulations in implementation thereof establish a mandatory allocation formula applicable to Alon, the available supply of Branded Products shall be allocated in accordance with such federal or state law and the rules and regulations issued pursuant thereto. Upon cessation

of the cause or causes of any such failure or delay, performance hereof shall be resumed, but such failure or delay shall not operate to extend the term of this Agreement nor obligate either Party to deliver or take delivery of any Branded Products not delivered or received as a result of such allocation.

11.	Indemnity

DISTRIBUTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES (DEFINED BELOW) FROM ANY AND ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, SETTLEMENTS, JUDGMENTS, PENALTIES, FINES, SUITS, CAUSES OF ACTION AND COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS), SUFFERED OR INCURRED BY ANY ONE OR MORE OF THEM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO (A) THE OPERATION OF DISTRIBUTOR’S OR ANY PERMITTED DEALER’S BUSINESS, (B) THE OPERATION OF ANY OWNED STATION OR DEALER STATION, (C) DISTRIBUTOR’S OR ANY PERMITTED DEALER’S USE OF ANY ALON MARKS OR MARKETING SERVICES OR PARTICIPATION IN THE CREDIT CARD PROGRAM, (D) DISTRIBUTOR’S BREACH OF ANY OF THE TERMS, CONDITIONS OR WARRANTIES OF THIS AGREEMENT, (E) ANY PERMITTED DEALER’S FAILURE TO COMPLY WITH ANY OF THE TERMS, CONDITIONS OR WARRANTIES OF THIS AGREEMENT, (F) FALSITY, INCOMPLETENESS OR MISLEADING EFFECT OF ANY OF DISTRIBUTOR’S REPRESENTATIONS UNDER THIS AGREEMENT, (G) THE SALE, USE, HANDLING, MARKETING OR STORING OF ANY LICENSED PRODUCTS PURCHASED OR SOLD BY DISTRIBUTOR OR ANY PERMITTED DEALER, (H) THE FAILURE OF DISTRIBUTOR OR ITS PERMITTED DEALER TO COLLECT, REPORT OR PAY ANY STATE OR FEDERAL TAXES THE DISTRIBUTOR OR ITS PERMITTED DEALER IS OBLIGATED TO COLLECT, REPORT OR PAY, OR (I) ANY INJURY TO, OR DEATH OF, ANY PERSON OR PERSONS OR DAMAGE TO PROPERTY THAT RESULTS, DIRECTLY OR INDIRECTLY, FROM ANY CONDUCT, ACT OR FAILURE TO ACT BY DISTRIBUTOR, ITS EMPLOYEES, AGENTS, REPRESENTATIVES OR ANY PERMITTED DEALER, OR THEIR EMPLOYEES, AGENTS AND REPRESENTATIVES, WHETHER OR NOT SAID CLAIMS, DEMANDS AND CAUSES OF ACTION IN WHOLE OR IN PART ARE COVERED BY ONE OR MORE POLICIES OF INSURANCE. THE FOREGOING OBLIGATIONS TO INDEMNIFY, DEFEND AND HOLD HARMLESS SHALL APPLY REGARDLESS OF ANY NEGLIGENT ACT OR OMISSION BY ANY INDEMNIFIED PARTY. “INDEMNIFIED PARTIES” MEANS ALON AND ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, PARENTS, LIMITED AND GENERAL PARTNERS, SUBSIDIARIES AND AFFILIATES, AND THE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS AND REPRESENTATIVES OF SUCH PARENTS, LIMITED AND GENERAL PARTNERS, SUBSIDIARIES AND AFFILIATES. ALON MAY PARTICIPATE IN AND CONTROL THE DEFENSE OF ANY PORTION OF ANY SUCH DEMAND, CLAIM, LOSS, LIABILITY, DAMAGE, SETTLEMENT, JUDGMENT, PENALTY, FINE, SUIT, CAUSE OF ACTION OR COST OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS) AS TO WHICH COVERAGE BY THIS INDEMNIFICATION IS ANTICIPATED OR DISPUTED OR OTHERWISE IN DOUBT.

12.	Term and Termination

12.1 Term . This term of this Agreement shall begin on the Effective Date, and, unless sooner terminated as provided in this Agreement, shall expire on the Expiration Date stated in the Detail Schedule . Notwithstanding the foregoing, in the event (i) this Agreement is not expressly renewed, replaced or terminated prior to the Expiration Date and (ii) Alon has not exercised a right to terminate or not renew this Agreement under the Petroleum Marketing Practices Act (as defined below) or any successor statute prior to the Expiration Date and such statute is then applicable to this Agreement, then the terms of this Agreement as in effect on the Expiration Date shall be automatically renewed thereafter on a month-to-month basis until such time as either (A) this Agreement is so renewed, replaced or terminated, or (B) Alon has exercised a right to terminate or not renew this Agreement pursuant to the Petroleum Marketing Practices Act or any successor statute thereto.

12.2 Termination . This Agreement may be terminated for the reasons specified in Title I of the Petroleum Marketing Practices Act, 15 U.S.C. § 2801, et seq., as the same may be amended from time to time, including, without limitation, for Distributor’s failure to comply with the terms and provisions of this Agreement. A copy of the summary statement of the Petroleum Marketing Practices Act is attached hereto and incorporated herein as Exhibit A .

12.3 Effect of Nonrenewal or Termination .

12.3.1 On nonrenewal or termination of this Agreement for any reason, Distributor shall, and shall cause each Permitted Dealer to, immediately and permanently (a) cease all use or display of the Alon Marks, (b) cease all use of the Credit Card Program, (c) return to Alon or, if requested by Alon, destroy all printed materials bearing the Alon Marks, and (d) remove all traces of the Alon Brand and Image from all Covered Stations and all Branded Products.

12.3.2 Sections 1.3.4, 1.3.5, 1.4, 1.9, 1.10, 2.2.1, 2.3.9, 2.3.12, 2.3.14, 5.5.4, 8, 11, 12.3 and 13 through 24 shall survive expiration or termination of this Agreement for any reason.

13.	Image Improvement Advances and Amortization

13.1 Alon may from time to time, upon the mutual agreement of Distributor and Alon, advance sums (“Advances”) to Distributor for certain image improvements at Distributor’s Alon-branded stations. Such Advances will be evidenced by separate documentation between the Parties.

13.2 At the end of each calendar year, Advances made by Alon to Distributor during the year will be totaled. Except to the extent payment is waived as provided in Section 13.3 below, Distributor agrees to repay such Advances to Alon in 60 equal, consecutive monthly payments beginning in the following calendar year. Except to the extent all or a portion of payment is waived as provided in Section 13.3 below, each monthly payment shall be equal to 1/60th of the Advances and shall be due and payable ten (10) days following the end of each calendar month. Payments shall be sent to Alon, Attention: Credit Department, P.O. Box 517030, Dallas, Texas 75251.

13.3 Alon agrees to waive up to the full amount of the payment due for any single month to the extent the following two conditions have been satisfied by Distributor:

13.3.1 For the twelve (12) month period ending on the last day of such month, Distributor’s monthly purchases of products under this Agreement have a standard deviation of less than 15%; and

13.3.2 Distributor during the month has complied substantially with all other terms of this Agreement between the Parties.

13.4 In the event this Agreement is terminated or not renewed for any reason, all then-remaining monthly payments shall become immediately due and payable.

14.	Assignability

Distributor shall not sell, assign or dispose of Distributor’s interest in this Agreement in whole or in part, directly or indirectly, by operation of law or otherwise, without the prior written consent of Alon, which may be withheld in Alon’s sole discretion. Sale, assignment or other disposition of any interest in Distributor which results in the purchaser, assignee or other transferee acquiring the right to control Distributor (including any merger of Distributor with another entity resulting in the current owners of Distributor’s ownership interest owning less than a majority of the outstanding ownership interests of the surviving corporation) shall be deemed an indirect disposition of Distributor’s interest in this Agreement. Alon may sell or assign all, or any part or parts of, this Agreement upon ten (10) days prior notice to Distributor.

15.	Waiver

Alon’s or Distributor’s failure on any occasion to (a) insist on the other Party’s performance or observance of a provision of this Agreement, or to insist on the satisfaction of any condition to its own performance or observance of a provision of this Agreement, or (b) exercise any of its rights or privileges under this Agreement, shall not be construed as a waiver of any such provision, condition, right or privilege on any other occasion.

16.	No Inducements or Reliance

16.1 Each Party acknowledges that it has not been induced to enter into this Agreement by any representations or promises of the other Party that are not specifically stated herein. More specifically, Distributor represents and acknowledges that (a) Distributor has independently evaluated the merits and risks of this Agreement and has consulted with such legal, tax, and business advisors as Distributor deemed appropriate, and (b) Distributor has not relied upon Alon or its representatives for any legal, tax or business advice or disclosure regarding this Agreement.

16.2 Distributor further acknowledges that (a) this Agreement does not constitute the grant of a franchise within the meaning of any applicable state or federal law protecting franchisees, (b) Alon has made no representations as to Distributor’s future operating performance or results while using the Alon Marks or the Alon Brand and Image, either as an absolute quantity or range, and (c) any information Alon has provided to Distributor that includes projections of volumes or revenues from sales of Branded Products are mere estimates of potential sales and actual results may be materially different from any such estimates.

17.	Entire Agreement

Subject to the immediately following sentence, this Agreement (and the schedules and exhibits hereto) constitutes the entire agreement between Alon and Distributor regarding the purchase and sale of Branded Products, the use of the Alon Marks and the Alon Brand and Image and participation in the Credit Card Program and supercedes any prior agreements between the Parties relating to the purchase and sale of petroleum products, the use of the Alon Marks and the Alon Brand and Image and participation in the Credit Card Program. Notwithstanding the foregoing, this Agreement shall not supercede or affect in any manner any separate or subsequent agreement or arrangement between Alon and Distributor relating to amortization of image costs. Except when this Agreement expressly provides that a Party may amend or modify a specific provision of this Agreement unilaterally, no amendment or modification of this Agreement shall be binding on either Party unless made in writing and signed by an authorized representative of each Party. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, the remainder hereof will not be affected thereby.

18.	Acceptance

This Agreement and any amendment or modification hereof shall be binding on Alon only upon due execution by Alon. Commencement of performance under this Agreement by either Party before such execution shall not be deemed or construed as a waiver by Alon of this requirement.

19.	Notices

Notices required under the terms of this Agreement shall be deemed to have been properly given when such notice is (a) personally delivered, (b) deposited in the United States mail, first class postage prepaid, (c) deposited with a commercial overnight express delivery service, or (c) delivered by facsimile addressed to Alon and Distributor at their respective addresses for notice specified in the Detail Schedule . Either Party may substitute a different address by giving written notice thereof to the other Party. The date of service of a notice served by mail shall be deemed to be the date on which the notice is deposited in the United States mail.

20.	Attorney’s Fees

If Distributor breaches any material obligation under this Agreement and fails to cure the breach within the time permitted (if any), and if Alon employs an attorney to enforce or defend any of its rights or remedies hereunder, Distributor shall pay all reasonable legal costs and expenses, including but not limited to attorney’s fees, incurred by Alon in that connection.

21.	Headings

The headings contained in this Agreement are for reference only and shall have no effect on its meaning or interpretation.

22.	Successors

This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their heirs, representatives, successors, and assigns; subject, however, to the limitations of Section 13 above.

23.	Limitation of Liability

I N NO EVENT SHALL A LON BE LIABLE TO D ISTRIBUTOR , OR TO ANY THIRD PARTY CLAIMING BY , THROUGH OR UNDER D ISTRIBUTOR , INCLUDING WITHOUT LIMITATION , ANY P ERMITTED D EALER , FOR ANY SPECIAL , CONSEQUENTIAL , INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ( INCLUDING , WITHOUT LIMITATION , LOSS OF PROFITS ), HOWEVER CAUSED AND BASED ON WHATEVER THEORY OF LIABILITY , WHETHER TORT , CONTRACT , STRICT LIABILITY , NEGLIGENCE OR OTHERWISE , ARISING OUT OF OR RELATED TO THIS A GREEMENT .

24.	No Third Party Beneficiaries

This Agreement is not intended to, and shall not, create any rights in or under any benefits upon any person other than the Parties hereto.

25.	Choice of Law; Venue

This Agreement shall be governed and interpreted in accordance with the laws of the State of Texas, without regard to the conflicts of law provisions thereof. Each Party submits to the jurisdiction of any state or federal court sitting in the City of Dallas, Dallas County, Texas, in any action arising out of or relating to this Agreement and agrees that all claims in respect of any such action may be heard and determined in any such court.

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Executed to be effective as of the Effective Date.


ALON USA, LP		SOUTHWEST CONVENIENCE STORES, LLC

By: Alon USA GP, LLC, its General Partner

By:	/s/ Michael Oster	By:	/s/ Michael Oster
	Name: Michael Oster		Name: Michael Oster
	Title: Senior Vice President		Title: Vice President

Covered Station Schedule

(Section 2.1.3)

Distributor: Southwest Convenience Stores, LLC

All Stations Owned and/or Operated by Southwest Convenience Stores, LLC and its affiliates as of the Effective Date.

Signed for confirmation:


ALON USA, LP						SOUTHWEST CONVENIENCE STORES, LLC

By: Alon USA GP, LLC, its General Partner

By:						By:


Name:						Name:
Title:						Title:


Date:						Date:

Credit Card Program Defined Terms Schedule

(Section 5.1)

Capitalized terms used in this Schedule and not otherwise defined shall have the meanings given such terms in the Distributor Sales Agreement of which this Schedule is part.

“Alon Card” is a credit card identified by an Alon Mark.

“Alon Card Issuer” is the third party, independent entity that owns the right to issue Alon Cards and to offer customers credit under their Alon Cards.

“Bank Card” is a credit card issued by any independent, third party issuer authorized for processing in the Credit Card Program.

“Bank Card Issuer” is any person that issues Bank Cards included in the Credit Card Program.

“Card” is any of an Alon Card, Bank Card or Debit Card.

“Card Issuer” is Alon Card Issuer, Bank Card Issuer or Debit Card Issuer. “Card Issuers” are all of them.

“Card Transaction” is any activity related to a credit card transaction under the Credit Card Program at a Covered Station between Distributor or a Permitted Dealer, on the one hand, and the holder of a Bank Card, Debit Card or Alon Card, on the other hand.

“Card Transaction Processor” is the third party independent entity, now or in the future, who has contracted with Alon to provide data processing services for credit card transactions by Distributor or a Permitted Dealer under the Credit Card Program.

“Debit Card” is a debit card issued by any financial institution.

“Debit Card Issuer” is any person that issues Debit Cards authorized for processing in the Credit Card Program.

“Dealer’s Subscription” refers to any valid contract between Distributor and a Permitted Dealer for such dealer’s participation in the Credit Card Program.

EXHIBIT A

Summary Statement of the

Petroleum Marketing Practices Act

SUMMARY OF TITLE I OF THE PETROLEUM MARKETING PRACTICES ACT

Summary of Legal Rights of Motor Fuel Franchisees

This is a summary of the franchise protection provisions of the Federal Petroleum Marketing Practices Act, as amended in 1994 (the Act), 15 U.S.C. sub-sections 2801-2806. This summary must be given to you, as a person holding a franchise for the sale, consignment or distribution of gasoline or diesel motor fuel, in connection with any termination or nonrenewal of your franchise by your franchising company (referred to in this summary as your supplier).

You should read this summary carefully, and refer to the Act if necessary, to determine whether a proposed termination or nonrenewal of your franchise is lawful, and what legal remedies are available to you if you think the proposed termination or failure to renew is not lawful. In addition, if you think your supplier has failed to comply with the Act, you may wish to consult an attorney in order to enforce your legal rights.

The franchise protection provisions of the Act apply to a variety of franchise agreements. The term “franchise” is broadly defined as a license to use a motor fuel trademark which is owned or controlled by a refiner, and it includes secondary arrangements such as leases of real property and motor fuel supply agreements which have existed continuously since May 15, 1973 regardless of a subsequent withdrawal of a trademark. Thus, if you have lost the use of a trademark previously granted by your supplier but have continued to receive motor fuel supplies through a continuation of a supply agreement with your supplier, you are protected under the Act.

Any issue arising under your franchise which is not governed by this Act will be governed by the law of the State in which the principal place of business of your franchise is located.

Although a State may specify the terms and conditions under which your franchise may be transferred upon the death of the franchisee, it may not require a payment to you (the franchisee) for the goodwill of a franchise upon termination or nonrenewal.

The Act is intended to protect you, whether you are a distributor or a retailer, from arbitrary or discriminatory termination or nonrenewal of your franchise agreement. To accomplish this, the Act first lists the reasons for which termination or nonrenewal is permitted. Any notice of termination or nonrenewal must state the precise reason, as listed in the Act, for which the particular termination or nonrenewal is being made. These reasons are described below under the headings “Reasons for Termination” and “Reasons for Nonrenewal.”

The Act also requires your supplier to give you a written notice of termination or intention not to renew the franchise within certain time periods. These requirements are summarized below, under the heading “Notice Requirements for Termination or Nonrenewal.”

The Act also provides certain special requirements with regard to trial and interim franchise agreements, which are described below under the heading “Trial and Interim Franchises.”

The act gives you certain legal rights if your supplier terminates or does not renew your franchise in a way that is not permitted by the Act. These legal rights are described below under the heading “Your Legal Rights.”

The Act contains provisions pertaining to waiver of franchisee rights and applicable State law. These provisions are described under the heading “Waiver of Rights and Applicable State Law.”

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This summary is intended as a simple and concise description of the general nature of your rights under the Act. For a more detailed description of these rights, you should read the text of the Petroleum Marketing Practices Act, as amended in 1994 (15 U.S.C. sub-sections 2801-2806). This summary does not purport to interpret the Act as amended, or to create new legal rights.

I. Reasons for Termination

If your franchise was entered into on or after June 19, 1978, the Act bars termination of your franchise for any reasons other than those reasons discussed below. If your franchise was entered into before June 19, 1978, there is no statutory restriction on the reasons for which it may be terminated. If a franchise entered into before June 19, 1978, is terminated, however, the Act requires the supplier to reinstate the franchise relationship unless one of the reasons listed under this heading or one of the additional reasons for nonrenewable described below under the heading “Reasons for Nonrenewal” exists.

A. Non-Compliance with Franchise Agreement. Your supplier may terminate your franchise if you do not comply with a reasonable and important requirement of the franchise relationship. However, termination may not be based on a failure to comply with a provision of the franchise that is illegal or unenforceable under applicable Federal, State or local law. In order to terminate for noncompliance with the franchise agreement, your supplier must have learned of this noncompliance recently. The Act limits the time period within which your supplier must have learned of your non-compliance to various periods, the longest of which is 120 days, before you receive notification of the termination.

B. Lack of Good Faith Efforts. Your supplier may terminate your franchise if you have not made good faith efforts to carry out the requirements of the franchise, provided you are first notified in writing that you are not meeting a requirement of the franchise and you are given an opportunity to make a good faith effort to carry out the requirement. This reason can be used by your supplier only if you fail to make good faith efforts to carry out the requirements of the franchise within the period which began not more than 180 days before you receive the notice of termination.

C. Mutual Agreement to Terminate the Franchise. A franchise can be terminated by an agreement in writing between you and your supplier if the agreement is entered into not more than 180 days before the effective date of the termination and you receive a copy of that agreement, together with this summary statement of your rights under the Act. You may cancel the agreement to terminate within 7 days after you receive a copy of the agreement, by mailing (by certified mail) a written statement to this effect to your supplier.

D. Withdrawal From the Market Area. Under certain conditions, the Act permits your supplier to terminate your franchise if your supplier is withdrawing from marketing activities in the entire geographic area in which you operate. You should read the Act for a more detailed description of the conditions under which market withdrawal terminations are permitted. See 15 U.S.C. section 2802 (b)(E).

E. Other Events Permitting a Termination. If your supplier learns within the time period specified in the Act (which in no case is more than 120 days prior to the termination notice) that one of the following events has occurred, your supplier may terminate your franchise agreement:

(1) Fraud or criminal misconduct by you that relates to the operation of your marketing premises.

(2) You declare bankruptcy or a court determines that you are insolvent.

(3) You have a severe physical or mental disability lasting at least 3 months which makes you unable to provide for the continued proper operation of the marketing premises.

(4) Expiration of your supplier’s underlying lease to the leased marketing premises, if (a) your supplier gave you written notice before the beginning of the term of the franchise of the duration of the underlying lease and that the underlying lease might expire and not be renewed during the term of the franchise; (b) your franchisor offered to assign to you, during the 90-day period after notification of termination or nonrenewal was given, any option which the franchisor held to extend the underlying lease or to purchase the marketing premises (such an assignment may be conditioned on the franchisor receiving from both the

A-2

landowner and the franchisee an unconditional release from liability for specified events occurring after the assignment); and ^© in a situation in which the franchisee acquires possession of the leased marketing premises effective immediately after the loss of the right of franchisor to grant possession, the franchisor, upon the written request of the franchisee, made a bona fide offer to sell or assign to the franchisee the franchisor’s interest in any improvements or equipment located on the premises, or offered the franchisee a right of first refusal of any offer from another person to purchase the franchisor’s interest in the improvements and equipment.

(5) Condemnation or other taking by the government, in whole or in part, of the marketing premises pursuant to the power of eminent domain. If the termination is based on a condemnation or other taking, your supplier must give you a fair share of any compensation which he receives for any loss of business opportunity or good will.

(6) Loss of your supplier’s right to grant the use of the trademark that is the subject of the franchise, unless the loss was because of bad faith actions by your supplier relating to trademark abuse, violation of Federal or State law, or other fault or negligence.

(7) Destruction (other than by your supplier) of all or a substantial part of your marketing premises. If the termination is based on the destruction of the marketing premises and if the premises are rebuilt or replaced by your supplier and operated under a franchise, your supplier must give you a right of first refusal to this new franchise.

(8) Your failure to make payments to your supplier of any sums to which your supplier is legally entitled.

(9) Your failure to operate the marketing premises for 7 consecutive days, or any shorter period of time which, taking into account facts and circumstances, amounts to an unreasonable period of time not to operate.

(10) Your intentional adulteration, mislabeling or misbranding of motor fuels or other trademark violations.

(11) Your failure to comply with Federal, State, or local laws or regulations of which you have knowledge and that relate to the operation of the marketing premises.

(12) Your conviction of any felony involving moral turpitude.

(13) Any event that affects the franchise relationship and as a result of which termination is reasonable.

II. Reasons for Nonrenewal

If your supplier gives notice that he does not intend to renew any franchise agreement, the Act requires that the reason for nonrenewal must be either one of the reasons for termination listed immediately above, or one of the reasons for nonrenewal listed below.

A. Failure To Agree on Changes or Additions To Franchise. If you and your supplier fail to agree to changes in the franchise that your supplier in good faith has determined are required, and your supplier’s insistence on the changes is not for the purpose of converting the leased premises to a company operation or otherwise preventing the renewal of the franchise relationship, your supplier may decline to renew the franchise.

B. Customer Complaints. If your supplier has received numerous customer complaints relating to the condition of your marketing premises or to the conduct of any of your employees, and you have failed to take prompt corrective action after having been notified of these complaints, your supplier may decline to renew the franchise.

A-3

C. Unsafe or Unhealthful Operations. If you have failed repeatedly to operate your marketing premises in a clean, safe and healthful manner after repeated notices from your supplier, your supplier may decline to renew the franchise.

D. Operation of Franchise is Uneconomical. Under certain conditions specified in the Act, your supplier may decline to renew your franchise if he has determined that renewal of the franchise is likely to be uneconomical. Your supplier may also decline to renew your franchise if he has decided to convert your marketing premises to a use other than for the sale of motor fuel, to sell the premises, or to materially alter, add to, or replace the premises.

III. Notice Requirements of Termination or Nonrenewal

The following is a description of the requirements for the notice which your supplier must give you before he may terminate your franchise or decline to renew your franchise relationship. These notice requirements apply to all franchise terminations, including franchises entered into before June 9, 1978 and trial and interim franchise as well as to all nonrenewals of franchise relationships.

A. How Much Notice Is Required. In most cases, your supplier must give you notice of termination or nonrenewal at least 90 days before the termination or renewal takes effect.

In circumstances where it would not be reasonable for your supplier to give you 90 days’ notice, he must give you notice as soon as he can do so. In addition, if the franchise involves leased marketing premises, your supplier may not establish a new franchise relationship involving the same premises until 30 days after notice was given to you or the date the termination or nonrenewal takes effect, whichever is later. If the franchise agreement permits, your supplier may repossess the premises and, in reasonable circumstances, operate them through his employees or agents.

If the termination or nonrenewal is based upon a determination to withdraw from the marketing of motor fuel in the area, your supplier must give you notice at least 180 days before the termination or nonrenewal takes effect.

B. Manner and Contents of Notice. To be valid, the notice must be in writing and must be sent by certified mail or personally delivered to you. It must contain:

(1) A statement of your supplier’s intention to terminate the franchise or not to renew the franchise relationship, together with his reasons for this action;

(2) The date the termination or nonrenewal takes effect; and

(3) A copy of this summary.

IV. Trial Franchises and Interim Franchises

The following is a description of the special requirements that apply to trial and interim franchises.

A. Trial Franchises. A trial franchise is a franchise, entered into on or after June 19, 1978, in which the franchisee has not previously been a party to a franchise with the franchisor and which has an initial term of 1 year or less. A trial franchise must be in writing and must make certain disclosures, including that it is a trial franchise, and that the franchisor has the right not to renew the franchise relationship at the end of the initial term by giving the franchisee proper notice.

The unexpired portion of a transferred franchise ( other than as a trial franchise, as described above) does not qualify as a trial franchise.

In exercising his right not to renew a trial franchise at the end of its initial term, your supplier must comply with the notice requirements described above under the heading “Notice Requirements for Termination or Nonrenewal.”

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B. Interim Franchises. An interim franchise is a franchise, entered into on or after June 19, 1978, the duration of which, when combined with the terms of all prior interim franchises between the franchisor and the franchisee, does not exceed 3 years, and which begins immediately after the expiration of a prior franchise involving the same marketing premises which was not renewed, based on a lawful determination by the franchisor to withdraw from marketing activities in the geographic area in which the franchisee operates.

An interim franchise must be in writing and must make certain disclosures, including that it is an interim franchise and that the franchisor has the right not to renew the franchise at the end of the term based upon a lawful determination to withdraw from marketing activities in the geographic area in which the franchisee operates.

In exercising his right not to renew a franchise relationship under an interim franchise at the end of its term, your supplier must comply with the notice requirements described above under the heading “Notice Requirements for termination or Nonrenewal.”

V. Your Legal Rights

Under the enforcement provisions of the Act, you have the right to sue your supplier if he fails to comply with the requirements of the Act. The courts are authorized to grant whatever equitable relief is necessary to remedy the effects of your supplier’s failure to comply with the requirements of the Act, including declaratory judgment, mandatory or prohibitive injunctive relief, and interim equitable relief. Actual damages, exemplary (punitive) damages under certain circumstances, and reasonable attorney and expert witness fees are also authorized. For a more detailed description of these legal remedies you should read the text of the Act, 15 U.S.C., sub-sections 2801-2806.

VI. Waiver of Rights and Applicable State Law

Your supplier may not require, as a condition of entering into or renewing the franchise relationship, that you relinquish or waive any right that you have under this or any other Federal law or applicable State law. In addition, no provision in a franchise agreement would be valid or enforceable if the provision specifies that the franchise would be governed by the law of any State other than the one in which the principal place of business for the franchise is located.

The foregoing is a true copy of the summary statement required by section 104(d)(1) of the Petroleum Marketing Practices Act, as it appeared in the Federal Register, Vol. 61, No. 123 - Tuesday, June 25, 1996.

A-5

Exhibit 10.5

Offtake Agreement

by and between

Alon USA, LP

and

Paramount Petroleum Corporation

dated

November 26, 2012

OFFTAKE AGREEMENT

THIS OFFTAKE AGREEMENT (this “ Agreement ”), is made, entered into and effective as of November 26, 2012 (the “ Effective Date ”), by and between ALON USA, LP , a Texas limited partnership (“ Seller ”), and PARAMOUNT PETROLEUM CORPORATION , a Delaware corporation (“ PPC ”, and sometimes “ Buyer ”).

WITNESSETH

WHEREAS, Seller and PPC (collectively, the “ Parties ”, and each individually a “ Party ”) are desirous of entering into an agreement whereby Seller will sell and PPC will purchase all of Seller’s Products (as defined below) produced by the Refinery (as defined below); and

WHEREAS, Seller desires to sell to PPC and PPC desires to purchase from Seller the Products pursuant to the terms and conditions of this Agreement;

NOW THEREFORE, in consideration of the premises, the terms and conditions hereinafter set forth and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1 DEFINED TERMS

“ Affiliate ” means any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise, and ownership of 50% or more of the voting securities of another Person shall create a rebuttable presumption that such Person controls such other Person.

“ Applicable Law ” shall mean any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree (including, without limitation, any consent decree), permit, approval, license, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including without limitation, all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.

“ Barrel ” means 42 United States’ standard gallons at 60 degrees Fahrenheit.

“ BPD ” means Barrels per Day.

“ Business Day ” means a day other than Saturday, Sunday or any day on which banks located in the State of Texas are authorized or obligated to close.

“ CMAI ” means Chemical Market Associates, Inc.

“ Contract Year ” means a period of 365 days (or 366 days in case the period includes a February 29) beginning on the Effective Date, and ending on each subsequent anniversary thereof during the effectiveness of this Agreement.

“ cpg ” means United States cents per Gallon.

“ Day ” means each period of twenty-four consecutive hours, beginning and ending at 12:00 am (midnight), Central Time.

“ Gallon ” means one standard United States gallon at 60 degrees Fahrenheit.

“ Governmental Authority ” means any federal, state, local, foreign government, any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“ Person ” means an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization, or any other form of business or professional entity.

“ Platt’s ” means Platt’s Oilgram Price Report.

“ Refinery ” means the petroleum refinery of Seller located in Big Spring, Texas.

“ Term ” has the meaning set forth in Section 3.

Any other capitalized terms in this Agreement not otherwise defined above shall have the meaning as defined herein.

2 PURCHASE AND SALE

2.1 Products . Seller will sell and deliver to PPC, and PPC will purchase and receive from Seller, the products (the “ Products ”, and each individually a “ Product ”) set forth on Schedule 2.1 attached hereto and incorporated by reference.

2.2 Specifications . The specifications for the Products are as set forth in Schedule 2.1 .

2.3 Volumes . The applicable volumes to be purchased and sold hereunder are as set forth in Schedule 2.1 .

2.4 Ratable Liftings . Products will be delivered and lifted ratably throughout the applicable month as produced by the Refinery and based, to the extent practicable, upon the applicable Final Nomination (as defined in Section 2.6 ).

2.5 Delivery Points . Product will be delivered to the requested delivery points (each individually, a “ Delivery Point ” and collectively, the “ Delivery Points ”) identified on Schedule 2.1 . In the event Seller is unable to load or deliver any Products at the specific Delivery Points designated by PPC, Seller shall provide PPC prompt notice thereof. Deliveries shall be as specified in Schedules 2.1 .

2.6 Nominations . Upon the Effective Date of this Agreement and on each anniversary thereafter, Seller shall provide PPC with a good faith non-binding forecast of its monthly production estimates (the “ Initial Nomination ”) for each of the Products listed on Schedule 2.1 (stating volumes) for the following Contract Year. The estimates set out in Schedule 2.6 hereto shall be Seller’s annual estimates for the first Contract Year. On or before the twentieth Day of each calendar month, PPC shall provide Seller with monthly nominations by week for each Product for the following month stating volumes and Delivery Points (the “ Final Nomination ”); provided, however (i) PPC shall make best efforts such that the Final Nomination for each month shall not vary by more than plus or minus twenty-five percent (25%), either in the aggregate or with respect to any particular Delivery Point from the Initial Nomination for such month and (ii) the Final Nomination shall not reduce PPC’s commitment to purchase all of the Products produced by Seller at the Refinery during each Contract Year. Seller agrees to deliver the Products and PPC agrees to lift all of the Products produced by Seller at the Refinery and, to the extent practicable, in accordance with the Final Nomination for each month in which deliveries are scheduled.

2.7 Planned Maintenance . No later than the 15th day of each month during the Term, Seller will provide PPC with a 12 month rolling forecast of scheduled refinery downtime of the Refinery and Product availability to the nearest Day (“ Maintenance Outage Days ”).

2.8 Remedies . The Parties acknowledge that the remedies available to them at law or in equity for a breach of delivery or receipt may include “cover” and “resale” damages subject to and in accordance with the applicable provisions of the Uniform Commercial Code as adopted by the State of Texas.

3 TERM

The “ Term ” of this Agreement shall be from the Effective Date through the earlier of the date that is the twentieth anniversary of the Effective Date and the termination of this Agreement pursuant to Section 6.1.

4 PRICING/INVOICES/PAYMENT TERMS

4.1 Pricing . The prices for the Products are as set forth on Schedule 2.1 . Prices shall be rounded to six (6) decimal places. For any Product having a contract term exceeding one (1) year, the Parties shall meet anytime after the expiration of six (6) months from the Effective Date to reexamine the price for such Product. If the Parties determine that the pricing formula set forth herein results in a price which is materially different than the then prevailing “market price” for such Product at one or more applicable Delivery Points, the Parties shall mutually agree on a new price for any such Product at any such Delivery Point, as appropriate. If the Parties cannot agree on a new pricing formula or if the Parties cannot agree that the pricing formula set forth herein results in a material difference when compared to the then prevailing “market price” for such Product at one or more applicable Delivery Points, then the Parties shall

hire a mutually acceptable independent third party to determine the materiality of the difference and/or a prevailing market price formula based upon the factors set forth above. The Parties shall share equally the costs of the independent third party.

4.2 Replacement Publications . In the event that Platt’s or Argus ceases operation and/or publication of the relevant price or materially alters the method for calculating a price, the Parties agree to meet within ten (10) days to agree to a replacement publication for use hereunder.

4.3 Invoice Address . Until such times that the Parties use electronic data interchange (“ EDI ”), all invoices shall be transmitted to the following address:

Paramount Petroleum Corporation

12700 Park Central Drive, Suite 1600

Dallas, Texas 75251

Attention: Product Accounting

Facsimile: (972) 367-3724

4.4 Invoices . Seller shall submit an invoice, together with such information as the Parties mutually agree is necessary to substantiate the invoice (collectively, the “ Invoice ”), to PPC for all Products delivered to PPC within three (3) Business Days after delivery or lifting and PPC agrees to pay Seller within three (3) Business Days of receipt of any such Invoice.

Each Invoice shall show the quantity, Product type and grade of Products nominated by PPC and delivered by the Seller at each relevant Delivery Point together with the prices applicable for these Products and quantities. Seller shall deliver each Invoice to PPC via facsimile or electronic transmission, unless otherwise agreed by the Parties. The Parties agree to work together in good faith to arrange for each Invoice to be sent via EDI.

5 MEASUREMENTS

Quantity of Product delivered shall be determined pursuant to the methods set forth in the General Terms and Conditions.

6 TERMINATION

6.1 Termination . This Agreement may be terminated:

By either Party if the other Party declares an event of force majeure (as set forth in paragraph 9 of the General Terms and Conditions, attached hereto as Exhibit A ) that occurs and continues for a period in excess of one-hundred twenty (120) consecutive Days; or

By either Party if the other Party materially defaults in the observance or in the due and timely performance of any of the material covenants of such Party contained herein, and such default (other than payment default) shall continue unremedied fifteen (15) Business Days after the defaulting Party’s receipt of written notice of default (or, in the event such default cannot be remedied within fifteen (15) Business Days, the defaulting Party has not commenced remedying such default within fifteen (15) Business Days).

By either Party in the event the other Party, (a) makes an assignment or any general arrangement for the benefit of creditors, (b) files a petition or otherwise commences, authorizes, or acquiesces in the commencing of a proceeding or cause under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it, (c) otherwise becomes bankrupt or insolvent (however evidenced), or (d) has a receiver, provisional liquidator, conservator, custodian trustee or other similar official appointed with respect to it or substantially all of its assets.

By either Party in accordance with paragraph 6 of the General Terms and Conditions attached hereto as Exhibit A .

Written notice of termination shall be given by the terminating Party to the other Party.

7 MISCELLANEOUS

7.1 Exhibits . The exhibits attached hereto, including without limitation the General Terms and Conditions as Exhibit A and incorporated herein by this reference, are made a part of this Agreement. In the event of conflict between the provisions of the main body of this Agreement and any of the exhibits hereto, the provisions of the main body of this Agreement shall prevail.

7.2 Notices . Any and all notices herein prescribed shall be in writing and transmitted by personal delivery, by U.S. Postal Service as overnight or certified mail, by a nationally recognized delivery service for same Day or overnight delivery or by facsimile to the respective parties as follow:

Alon USA, LP

12700 Park Central Drive, Suite 1600

Dallas, Texas 75251

Attn: General Counsel

Telephone: (972) 367-3614

Facsimile: (972) 367-3724

Paramount Petroleum Corporation

c/o Alon USA Energy, Inc.

12700 Park Central Drive, Suite 1600

Dallas, Texas 75251

Attention: VP – Asphalt

Telephone: (972) 367-3658

Facsimile: (972) 367-3724

Receipt of all notices shall be determined by date/time stamp on received, confirmed fax or receipt date on any other form of delivery.

7.3 Relationship of the Parties . It is not the purpose or intention of this Agreement to create (and it should not be construed as creating) a joint venture, partnership or any type of association, and the Parties are not authorized to act as an agent or principal for each other with respect to any matter related hereto.

7.4 Amendment . This Agreement may be amended only by an instrument in writing executed by the Parties hereto.

7.5 Successors Bound; No Third-Party Beneficiaries . Subject to the provisions of paragraph 15 of Exhibit A hereof, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

7.6 Entire Agreement . This Agreement, the exhibits and the documents specifically referred to herein constitute the entire agreement, understanding, representations and warranties of the Parties hereto with respect to the subject matter hereof.

7.7 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF , the Parties have duly executed this Agreement effective as of the date first specified above.


PARAMOUNT PETROLEUM CORPORATION

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Vice President


ALON USA, LP BY: ALON USA GP II, LLC, its general partner

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Vice President

[Signature Page to Offtake Agreement]

EXHIBIT A

GENERAL TERMS AND CONDITIONS

1. Definitions : Capitalized terms that are used herein and otherwise not defined shall have the meanings set forth in the main body of the Agreement (the “ Main Document ”). The following additional terms used in these General Terms and Conditions (these “General Conditions”) shall have the following meanings:

“ API ” shall mean the American Petroleum Institute.

“ API/ASTM Standard ” shall mean the API and ASTM standard references as such are in effect as of the date hereof. In the event such standards are revised or modified during the Term of this Agreement, the revised or modified standards shall apply if legally required, and if not, after such revisions or modifications have been evaluated and accepted by the Parties.

“ ASTM ” shall mean the American Society for Testing and Materials.

“ CPT ” shall mean Carriage Paid To as described in Incoterms.

“ FOB ” shall mean Free On Board as described in Incoterms.

“ Incoterms ” shall mean the 2000 edition of the trade terms published by the International Chamber of Commerce which shall apply to this Agreement to the extent that they do not conflict with the provisions of this Agreement.

“ LIBOR ” shall mean, as of any date of determination, the one-month London Interbank Offered Rate for U.S. dollars, determined at 11:00 a.m. London time, on the first Day of the calendar month in which the date of determination occurs (or, if the first Day of such calendar month is not a London Banking Day, the immediately preceding London Banking Day) offered by the National Westminster Bank or any successor thereto. For purposes of this definition, a “ London Banking Day ” is a Day on which dealings in deposits in U.S. dollars are transacted on the London interbank market.

2. Payment and Credit Terms : Payment and credit shall be made without discount, deduction, withholding, set-off or counterclaim in United States dollars by wire transfer of immediately available funds on or before the payment due date, as set forth in the Main Document, to the bank and account designated by Seller, against presentation to Buyer by Seller of a written invoice therefor together with other documents expressly specified for presentation for payment in the Main Document.

Seller shall have the right to assess finance charges at the LIBOR rate as reported in “The Wall Street Journal” for any month in which a balance is past due hereunder plus two percentage (2%) points against all past due amounts and all accrued but unpaid finance charges, but not to exceed the maximum finance charges permitted by law. Buyer shall pay all Seller’s costs (including attorneys’ fees and court costs) of collecting past due payments.

Exhibit A to Offtake Agreement

Page 1

When the payment due date falls on a Saturday or on a weekday, other than Monday, which is not a banking Day in New York then any such payment shall be made on the nearest preceding New York banking Day. When the payment due date falls on a Sunday or a Monday which is not a banking Day in New York such payment shall be made on the next following banking Day.

3. Title and Risk of Loss : Title to, and all risk of loss of or damage to any Product delivered shall pass as follows: when by or into any vessel, at the flange between the vessel’s permanent hose connection and the shore line; when into any truck, tank car or pipeline, as the Product enters the receiving equipment, or, if received by a common carrier, when accepted by the carrier for shipment; when into storage (other than from vessels), as the Product enters the tank; and when by book or stock transfer, on the effective date of the transfer. It is expressly understood that the passage of title and risk of loss as set forth above is not conditioned on delivery or receipt of Bills of Lading.

4. Inspection and Measurement : API/ASTM Standards or the latest revisions thereof shall be complied with at all times. All volumes or quantities shall be adjusted per API/ASTM Standards. Metering systems shall conform to the API/ASTM Standards then in effect relative to meter calibration/accuracy.

Tank Truck/Cars : Quantities delivered into or out of tank trucks/cars shall be based on meters or shore tanks or scales located at or near the applicable Delivery Point.

Seller shall permit Buyer to review and copy relevant meter proving records and witness proving tests as requested. Samples of Product transferred hereunder shall be retained for ninety (90) Days.

5. Warranty : Seller warrants:

That the Product conforms to the specifications set forth in the Main Document;

That Seller has free and clear title to the Product manufactured and delivered under this Agreement; and

That such Product shall be delivered free from lawful security interests, liens, taxes and encumbrances.

EXCEPT FOR THOSE EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY NOR ANY AFFILIATE, AGENT OR REPRESENTATIVE THEREOF HAS MADE ANY OTHER REPRESENTATIONS, GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND THAT OF FITNESS (BOTH GENERALLY AND FOR A PARTICULAR PURPOSE), AS APPLICABLE. NOTWITHSTANDING ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE (OR LACK THEREOF) INCONSISTENT HEREWITH, SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS OF THE PRODUCT FOR A PARTICULAR PURPOSE. IN NO EVENT, REGARDLESS OF NEGLIGENCE, SHALL EITHER PARTY BE LIABLE FOR PUNITIVE DAMAGES.

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All warranties made under this Agreement shall survive acceptance of or payment for the Product by PPC.

6. Financial Responsibility : If either Party’s payments or deliveries to the other Party shall be in arrears, or the financial responsibility of either Party becomes impaired or unsatisfactory in the opinion of the other Party, advance cash payment or satisfactory security shall be given upon demand, and shipments may be withheld until such payment or security is received. If such payment or security is not received within two (2) Days from demand therefor, the Party demanding such payment or security may terminate this Agreement. In the event either Party becomes insolvent, makes an assignment or any general arrangement for the benefit of creditors or if there are instituted by or against either Party proceedings in bankruptcy or under any insolvency law or law for reorganization, receivership or dissolution, the other Party may withhold shipments or terminate this Agreement, to the extent provided by Applicable Law. The exercise by either Party of any right reserved under this paragraph 6 shall be without prejudice to any claim for damages or any other right under this Agreement or Applicable Law.

7. Taxes : Any and all taxes, fees or other charges imposed or assessed by a Governmental Authority, the taxable incident of which is the transfer of title or the delivery of the Product hereunder, or the receipt of payment therefor, regardless of the character, method of calculation or measure of the levy or assessment, shall be paid by the Party upon whom the tax, fee or charge is imposed by Applicable Law. Notwithstanding anything contained herein to the contrary neither Party shall be responsible for the income, franchise, ad valorem or similar taxes of the other Party and each Party agrees to defend, indemnify and hold the other Party harmless from and against any such tax asserted by any Governmental Authority to be due and payable by the other Party.

PPC shall provide to Seller all proper exemption certificates, prior to delivery, establishing that it is licensed to engage in tax free transactions with respect to the Product under all federal or state laws which may apply to this Agreement and the Product delivered hereunder.

PPC shall (a) upon receipt of Seller’s invoice pay or reimburse Seller for any such taxes, fees or charges Seller is required by Applicable Law to pay or (b) provide Seller upon demand with a valid exemption certificate.

8. Deliveries; Liftings : Deliveries shall be made within the delivery terminal’s usual business hours provided that reasonable advance written notice of each delivery has been given by PPC. Seller’s failure to deliver Product and PPC’s failure to lift Product, each in accordance with the terms and conditions of this Agreement for any reason other than those included in Section 6 , Financial Responsibility, and Section 9 , Force Majeure, shall constitute a default under this Agreement.

9. Force Majeure : In the event either Party is rendered unable, wholly or in part, to perform its obligations under this Agreement (other than to make payments due hereunder) for reasons beyond its reasonable control, including, without limitation, those due to: acts of God,

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floods, fires, explosions, extreme heat or cold, earthquake or storm; transportation difficulties, strikes, lockouts or other similar industrial disturbances; wars, acts of terrorism or sabotage; accident or breakage of equipment, machinery, or transportation facilities; or failure of transporters to furnish transportation, failure of suppliers to furnish supplies; or any law, rules, order or action of any court or instrumentality of the federal or any state government; or for any other similar cause or causes beyond its reasonable control, it is agreed that on such Party’s giving notice in reasonable detail of such force majeure to the other Party, the obligations of the Party giving such notice shall be suspended from the date of receipt of such notice and for the continuance of any inability so caused, but for no longer period as may reasonably be required to, and such cause shall, so far as possible, be remedied with all reasonable dispatch; provided, however, that neither Party will be obligated to settle a strike or other labor disturbance in order to comply with such obligation. The term force majeure shall not apply to those events which merely make it more difficult or costly for Seller or PPC to perform their obligations hereunder in the ordinary course conduct of their respective operations. PPC and Seller further agree that at the conclusion of any force majeure event, neither PPC nor Seller shall have any obligation to each other with respect to any quantities of Product not delivered as a consequence of such force majeure event. No condition of force majeure shall operate to extend the Term of this Agreement.

10. Hazard Warning Responsibility : With the other documents required hereunder, Seller shall provide to PPC a Material Safety Data Sheet for each Product delivered hereunder. PPC acknowledges that there may be hazards associated with the loading, unloading, transporting, handling or use of the Product sold hereunder, which may require that warnings be communicated to or other precautionary action taken with all persons handling, coming into contact with, or in any way concerned with the Products sold hereunder.

11. Drawback : Seller reserves the right to claim, receive and retain drawbacks on imported duty-paid feedstocks used in the manufacture of Products which it delivers hereunder. PPC shall on request execute proofs of exportation, drawback claim forms and assignments in favor of Seller to enable Seller to establish its drawback rights under applicable regulations.

12. Limitation of Liability : IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13. INDEMNITY : SELLER AND PPC MUTUALLY COVENANT TO AND SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD EACH OTHER AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, AGENTS AND CONTRACTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, LOSSES (INCLUDING WITHOUT LIMITATION, COSTS OF DEFENSE, ATTORNEYS’ FEES, PENALTIES AND INTEREST), DAMAGES, CAUSES OF ACTION AND LIABILITY OF EVERY TYPE AND CHARACTER WITHOUT REGARD TO AMOUNT (TOGETHER, “ LOSSES ”) CAUSED BY, ARISING OUT OF OR RESULTING FROM THE ACTS OR OMISSIONS OF NEGLIGENCE OR WRONGDOING OF SUCH INDEMNIFYING PARTY, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS WITH RESPECT TO THE PURCHASE AND SALE OF

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PRODUCTS HEREUNDER, EXCEPT TO THE EXTENT SUCH LOSSES ARE CAUSED BY, ARISE OUT OF OR RESULT FROM THE ACTS OR OMISSIONS OF NEGLIGENCE OR WRONGDOING OF THE INDEMNIFIED PARTY .

14. Change of Control : This Agreement shall terminate immediately upon a change of control of PPC or Seller. Seller shall provide PPC or PPC shall provide Seller, as applicable, with notice of any change of control of PPC or Seller at least ninety (90) days prior to the effective date thereof. For purposes of this Agreement, “change of control” shall mean the occurrence of any of the following events:

any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of PPC’s or Seller’s assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by Seller;

the dissolution or liquidation of PPC or Seller;

the consolidation or merger of PPC or Seller with or into another entity; and

a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), other than Alon USA Energy, Inc., and its affiliates, being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding securities of PPC or Seller.

15. Waiver : The delay or failure of any Party to enforce any of its rights under this Agreement arising from any default or breach by the other Party shall not constitute a waiver of any such default, breach, or any of the Party’s rights relating thereto. No custom or practice which may arise between the Parties in the course of operating under this Agreement will be construed to waive any Parties’ rights to either ensure the other Party’s strict performance with the terms and conditions of this Agreement, or to exercise any rights granted to it as a result of any breach or default under this Agreement. Neither Party shall be deemed to have waived any right conferred by this Agreement or under any Applicable Law unless such waiver is set forth in a written document signed by the Party to be bound, and delivered to the other Party. No express waiver by either Party of any breach or default by the other Party shall be construed as a waiver of any future breaches or defaults by such other Party.

16. Assignment : The provisions of this entire Agreement shall be binding upon the respective successors and assigns of each of the Parties hereto. Neither Party may assign this Agreement to a third party without the prior consent of the other Party, which consent may not be unreasonably withheld, delayed, or conditioned; provided, however, that (i) without the consent of the other Party, either Party may assign its rights under this Agreement to its parent entity, subsidiary, or Affiliates, and (ii) without the consent of Buyer, Seller may make a collateral assignment of its rights under this Agreement to any of its institutional lenders. Buyer agrees to execute acknowledgements of such assignment(s) and collateral assignments in such forms as Seller or Seller’s institutional lender(s) may from time to time reasonably request. Any assigning Party shall continue to remain jointly and severally liable for all of its assignee’s obligations hereunder.

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17. Section and Paragraph Headings : The section headings used in the Main Document and the paragraph headings used in these General Conditions are for convenience only and shall not limit or change the subject matter of this Agreement.

18. Audit : Each Party and its duly authorized representatives shall have access during customary business hours to the accounting records and other documents maintained by the other Party which relate to this Agreement and shall have the right to audit such records at any reasonable time or times within two (2) year after the delivery/receipt of Product provided for in this Agreement. However, a Party can only conduct one audit per year, and the same year cannot be reaudited.

19. Compliance with Laws : During the performance of this Agreement, each Party agrees to comply with all Applicable Laws.

20. Commissions and Gifts : No director, officer, employee or agent of either Party shall give or receive any commission, fee, rebate, gift or entertainment of significant value or cost in connection with this Agreement. Further, neither Party shall make any commission, fee, rebate, gift or entertainment of significant value or cost to any governmental official or employee in connection with this Agreement.

21. Choice of Law; Dispute Resolution : This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of Texas, exclusive of its conflict of laws principles.

22. Jurisdiction; Consent to Service of Process; Waiver : Each of the Parties hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement, whether in tort or contract or at law or in equity, exclusively in any Federal or state court in the State of Texas and solely in connection with such claims, if any, (i) irrevocably submits to the exclusive jurisdiction of such courts, (ii) waives any objection to laying venue in any such action or proceeding in such courts, (iii) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over it and (iv) agrees that service of process upon it may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address specified in Section 7.2 of the Agreement. The foregoing consents to jurisdiction and service of process shall not constitute general consents to service of process in the State of Texas for any purpose except as provided herein and shall not be deemed to confer rights on any Person other than the Parties hereto. Each of the Parties hereto knowingly and intentionally, irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim therein.

23. Confidentiality : The terms of this Agreement and any financial, technical or other proprietary information furnished or disclosed to a Party hereunder shall not be disclosed or made available to any other person or entity without the prior written consent of the other Party other than as contemplated hereunder; provided that nothing herein shall limit the disclosure of

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any such information (i) to the extent required by statute, rule, regulation (including any rule or regulation of, or agreement with, any self regulatory organization) or judicial, administrative or regulatory process, (ii) to counsel for PPC and Seller, (iii) to auditors or accountants, (iv) in connection with any litigation to which PPC or Seller is a party, (v) to an Affiliate of PPC or Seller, (vi) by Seller to a potential purchaser of the Refinery, excluding information related to pricing and product specifications and (vii) to the extent necessary or desirable to perform its obligations under this Agreement or the transactions contemplated hereby; provided, further, that unless specifically prohibited by applicable law or court order, each of PPC and Seller shall, prior to disclosure thereof, notify the other Party of any request for disclosure of any such non-public information (A) by any Governmental Authority or representative thereof or (B) pursuant to legal process. Notwithstanding the above restrictions, neither Party shall have any obligation in respect of any disclosure of confidential information which is, or becomes, generally known to the public without breach of the terms of this Agreement, or if any disclosure of confidential information is required by court order or by order of any governmental or administrative tribunal having jurisdiction over the Parties. The confidentiality obligations in this section shall survive termination of this Agreement for an additional 2 calendar years.

24. Rights and Remedies Cumulative : The rights and remedies of the Parties under this Agreement shall be cumulative and non-exclusive of any other rights or remedies which each such Party may have at law or in equity.

Exhibit A to Offtake Agreement

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Exhibit 10.6

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 November 26, 2012

CONTRIBUTION, CONVEYANCE AND ASSUMPTION

AGREEMENT

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.

RECITALS

WHEREAS , Alon Assets and the General Partner have formed the Partnership, pursuant to the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”), for the purpose of engaging in any business activity that is approved by the General Partner and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware LP Act.

WHEREAS , in order to accomplish the objectives and purposes in the preceding recital, each of the following actions has been taken prior to the date hereof:

Alon Assets formed the General Partner under the terms of the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”) and contributed $1,000 in exchange for all of the member interests in the General Partner.

Alon Assets and the General Partner formed the Partnership under the terms of the Delaware LP Act and contributed $1,000 and $0, respectively, in exchange for a 100% limited partner interest and a non-economic general partner interest, respectively, in the Partnership.

Alon Energy refinanced its existing term loan facility with a term loan facility that is guaranteed by its subsidiaries named therein, including Alon Assets (the “ New Term Loan Facility ”).

Alon USA Capital, Inc. (“ Alon Capital ”) acquired certain intercompany receivables from Alon USA, LP and Alon Assets in exchange for an intercompany obligation of Alon USA Capital, Inc. for an equivalent amount.

Alon Refining, Inc. converted pursuant to the terms of the Delaware General Corporation Law into Alon Refining, LLC, a limited liability company under the terms of the Delaware LLC Act (as converted, “ Alon Refining ”).

Alon Refining distributed 100% of the member interests in Alon Crude Pipelines, LLC, a Texas limited liability company, to Alon Assets.

Alon Operating formed Alon USA Holdings, LLC (“ Alon Holdings ”) under the terms of the Texas Limited Liability Company Act.

Alon USA, LP amended its IDB Credit Facility.

Alon Holdings and Alon USA, LP have undergone a multi-survivor merger pursuant to which both entities survived and all of Alon USA, LP’s non-Big Spring Refinery assets were transferred to Alon Holdings, LLC.

10.

Alon USA GP, LLC formed Alon USA GP II, LLC under the terms of the Delaware LLC Act and contributed its general partner interest in Alon USA, LP to Alon USA GP II, LLC.

11.

Alon Operating merged into Alon Assets.

WHEREAS , at the closing of the Partnership’s initial public offering of Common Units, each of the following transactions shall occur in the following order:

Alon USA GP, LLC distributes all of the interests in Alon USA GP II, LLC to Alon Assets.

Alon Assets contributes 100% of the member interests in each of Alon USA Delaware, Alon USA GP II, LLC and Alon Refining to the Partnership in exchange for 51,000,000 Common Units.

The Partnership and all of its subsidiaries assign all of their remaining intercompany receivables to Alon Assets, and Alon Assets assumes liability for all of the remaining intercompany payables of the Partnership and all of its subsidiaries other than the IPO Repayment Obligations.

Alon Energy executes and delivers the Promissory Note as consideration for Alon Assets’ assumption of the MLP Tranche of the New Term Loan Facility.

The Partnership assumes the MLP Tranche of the New Term Loan Facility from Alon Assets.

The Underwriters contribute $171,120,000.00 in cash (which amount is less the amount of $12,880,000.00 payable to the Underwriters after taking into account the underwriting discount of 7.0% (the “ Spread ”) payable to the Underwriters), in exchange for 11,500,000 Common Units (representing an approximate 81.6% limited partner interest in the Partnership).

The Partnership will repay $171,120,000.00 of its intercompany liabilities, and Alon Energy, on behalf of the Partnership, will pay approximately $2,000,000 of offering expenses.

NOW , THEREFORE , in consideration of the mutual covenants, representations, warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

The terms set forth below in this Article I shall have the meanings ascribed to them below or in the part of this Agreement referred to below:

“ Agreement ” has the meaning assigned to such term in the preamble.

“ Alon Assets ” has the meaning assigned to such term in the preamble.

“ Alon Capital ” has the meaning assigned to such term in the recitals.

“ Alon Energy ” has the meaning assigned to such term in the preamble.

“ Alon Holdings ” has the meaning assigned to such term in the recitals.

“ Alon USA, LP ” has the meaning assigned to such term in the preamble.

“ Alon USA GP, LLC ” has the meaning assigned to such term in the preamble.

“ Alon USA GP II, LLC ” has the meaning assigned to such term in the recitals.

“ Alon Operating ” has the meaning assigned to such term in the preamble.

“ Alon Refining ” has the meaning assigned to such term in the recitals.

“ Big Spring Refinery Assets ” means the refinery and related crude oil and refined product logistic assets of the Big Spring Refinery in Big Spring, Texas.

“ Common Units ” means the common units representing limited partner interests in the Partnership.

“ Commission ” means the U.S. Securities and Exchange Commission.

“ Delaware LLC Act ” has the meaning assigned to such term in the recitals.

“ Delaware LP Act ” has the meaning assigned to such term in the recitals.

“ Effective Time ” means immediately prior to the closing of the initial public offering pursuant to the Underwriting Agreement.

“ General Partner ” has the meaning assigned to such term in the preamble.

“ IDB Credit Facility ” means the Amended Revolving Credit Agreement by and among Alon USA Partners, LP, Alon USA, LP and certain other guarantor companies and Israel Discount Bank of New York, Bank Leumi USA and financial institutions from time to time named therein, as amended.

“ IPO Repayment Intercompany Obligations ” means (i) a subordinated intercompany note receivable in the principal amount of $12,044,120, with interest accrued and payable thereon in the amount of $14,857,996 payable by Alon Refining to Alon Capital, (ii) a subordinated intercompany note receivable in the principal amount of $33,423,000 with interest accrued and payable thereon in the amount of $ 29,811,384 payable by Alon Refining to Alon USA, Inc., and (iii) a portion equal to $80,983,500.00 of the principal amount on a subordinated intercompany note receivable with the initial principal amount of $112,000,000 payable by Alon USA, LP to Alon Capital.

“ MLP Tranche ” means the portion of the New Term Loan Facility that will be assumed by the Partnership.

“ New Term Loan Facility ” has the meaning assigned to such term in the recitals.

“ Option Units ” means the common units that the Partnership will agree to issue upon an exercise of the Over-Allotment Option.

“ Original Partnership Agreement ” means the Agreement of Limited Partnership of the Partnership dated as of August 17, 2012.

“ Over-Allotment Option ” has the meaning assigned to such term in the Partnership Agreement.

“ Partnership ” has the meaning assigned to such term in the preamble.

“ Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of November 26, 2012.

“ Party ” or “ Parties ” has the meaning assigned to such term in the preamble.

“ Pricing ” means the time at which that certain Underwriting Agreement is entered into.

“ Promissory Note ” means that certain unsecured promissory note to be dated the Closing Date issued by Alon Energy in favor of Alon Assets in the principal amount of $250,000,000.

“ Registration Statement ” means the Registration Statement on Form S-1 filed with the Commission (Registration No. 333-183671), as amended and effective at the Effective Time.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Spread ” has the meaning assigned to such term in the recitals.

“ Underwriters ” means those underwriters listed in the Underwriting Agreement.

“ Underwriting Agreement ” means that certain Underwriting Agreement between Alon Energy, Alon Assets, Alon USA GP, LLC, the Partnership, the General Partner and the Underwriters, dated as of November 19, 2012.

ARTICLE II

CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS

Section 2.1 Alon USA GP’s Distribution of Alon USA GP II . Alon USA GP, as the sole member of Alon USA GP II, hereby distributes, grants, bargains, conveys, assigns, transfers, sets over and delivers to Alon Assets, its successors and assigns, for its use forever, all right, title and interest in and to all of the member interests in Alon USA GP II, and Alon Assets accepts such member interests and shall be admitted as the sole member of Alon USA GP II.

Section 2.2 Alon Assets’ Contribution to the Partnership . Alon Assets, as the sole member of each of Alon USA Delaware, Alon USA GP II and Alon Refining, contributes 100% of the member interests in each of Alon USA Delaware, Alon USA GP II and Alon Refining to the Partnership in exchange for 51,000,000 Common Units, and the Partnership accepts such member interests and shall be admitted as the sole member of each of Alon USA Delaware, Alon USA GP II and Alon Refining.

Section 2.3 Elimination of Certain Intercompany Receivables and Payables . The Partnership and all of its subsidiaries hereby assign, transfer, set over and deliver to Alon Assets, its successors and assigns, for its use forever, all right, title and interest to all of their remaining intercompany receivables, and Alon Assets accepts such assignment and assumes all liability for all of the remaining intercompany payables of the Partnership and all of its subsidiaries other than the IPO Repayment Obligations.

Section 2.4 Alon Assets’ Assumption of New Term Loan Facility . The Parties acknowledge that on or before the date hereof, Alon Energy has executed and delivered the Promissory Note as consideration for Alon Assets’ assumption of the MLP Tranche of the New Term Loan Facility.

Section 2.5 Execution of the Partnership Agreement . The Parties acknowledge that the Partnership, the General Partner and Alon Energy have amended and restated the Original Partnership Agreement by executing the Partnership Agreement in substantially the form included in Appendix A to the Registration Statement, with such changes as the Partnership, the General Partner and Alon Energy have agreed.

Section 2.6 Partnership’s Assumption of New Term Loan Facility . The Partnership hereby assumes the MLP Tranche of the New Term Loan Facility from Alon Assets.

Section 2.7 Underwriters’ Cash Contribution . The Parties acknowledge that the Underwriters have made a contribution to the capital of the Partnership in the amount of $171,120,000.00 in cash (which amount is less Spread payable to the Underwriters), in exchange for 11,500,000 Common Units (representing an approximate 81.6% limited partner interest in the Partnership).

Section 2.8 Payment of Intercompany Liabilities . The Parties acknowledge the payment in full by the Partnership (on behalf of its subsidiaries Alon Refining and Alon USA, LP), in connection with the transactions contemplated hereby, of the $171,120,000 of IPO Repayment Intercompany Obligations to Alon Capital and Alon USA, Inc.

Section 2.9 Payment of Transaction Expenses . The Parties acknowledge the payment by Alon Energy, on behalf of the Partnership, in connection with the transactions contemplated hereby, of estimated transaction expenses in the amount of approximately $2,000,000 (excluding the Spread).

ARTICLE III

DEFERRED ISSUANCE AND DISTRIBUTION

[Intentionally omitted to facilitate a simultaneous closing of the initial public offering and the Over-Allotment Option.]

ARTICLE IV

FURTHER ASSURANCES

From time to time after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended to be so and (c) more fully and effectively to carry out the purposes and intent of this Agreement.

ARTICLE V

EFFECTIVE TIME

Notwithstanding anything contained in this Agreement to the contrary, none of the provisions of Article II of this Agreement shall be operative or have any effect until the Effective Time, at which time all the provisions of Article II of this Agreement shall be effective and operative in accordance with Article VI, without further action by any Party hereto.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Order of Completion of Transactions . The transactions provided for in Article II of this Agreement shall be completed immediately following the Effective Time in the order set forth therein.

Section 6.2 Headings; References; Interpretation . All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including, without limitation, all Schedules and Exhibits attached hereto, and not to any particular provision of this Agreement. All references herein to Articles, Sections, Schedules and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement and the Schedules and Exhibits

attached hereto, and all such Schedules and Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

Section 6.3 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Section 6.4 No Third Party Rights . The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

Section 6.5 Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 6.6 Choice of Law . This Agreement shall be subject to and governed by the laws of the State of Delaware. Each Party hereby submits to the jurisdiction of the state and federal courts of, and to venue in, the State of Delaware.

Section 6.7 Severability . If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provisions or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

Section 6.8 Amendment or Modification . This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement.

Section 6.9 Integration . This Agreement and the instruments referenced herein supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to the subject matter of this Agreement and such instruments. This Agreement and such instruments contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the parties hereto after the date of this Agreement.

Section 6.10 Deed; Bill of Sale; Assignment . To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and interests referenced herein.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the date first above written.


ALON ASSETS INC.

By:		/s/ James Ranspot
Name:		James Ranspot
Title:		Secretary

ALON USA PARTNERS GP, LLC

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Vice President

ALON USA PARTNERS, LP

By:		Alon USA Partners GP, LLC, its
		General Partner

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Vice President

ALON USA ENERGY, INC.

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Senior Vice President

Signature Page to Contribution, Conveyance and Assumption Agreement


ALON USA REFINING, LLC

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Vice President

ALON USA OPERATING, INC.

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Vice President

ALON USA, LP

By:		Alon USA GP, LLC, its General Partner

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Vice President

ALON USA GP, LLC

By:		/s/ Michael Oster
Name:		Michael Oster
Title:		Vice President

Signature Page to Contribution, Conveyance and Assumption Agreement

Exhibit 10.7

ALON USA PARTNERS, LP

2012 LONG-TERM INCENTIVE PLAN

Section 1. Purpose of the Plan . The Alon USA Partners, LP 2012 Long-Term Incentive Plan (the “ Plan ”) has been adopted on November 26, 2012 (the “ Effective Date ”) by Alon USA Partners GP, LLC, a Delaware limited liability company, the general partner (“ General Partner ”) of Alon USA Partners, LP, a Delaware limited partnership (the “ Partnership ”). The Plan is intended to promote the interests of the General Partner, the Partnership and their Affiliates by providing to Employees, Consultants and Directors incentive compensation awards to encourage superior performance. The Plan is also contemplated to enhance the ability of the General Partner, the Partnership and their Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership and to encourage them to devote their best efforts to advancing the business of the Partnership.

Section 2. Definitions . As used in the Plan, the following terms shall have the meanings set forth below:

(a) “ 409A Award ” means an Award that constitutes a “deferral of compensation” within the meaning of the 409A Regulations, whether by design, due to a subsequent modification in the terms and conditions of such Award or as a result of a change in applicable law following the date of grant of such Award, and that is not exempt from Section 409A of the Code pursuant to an applicable exemption.

(b) “ 409A Regulations ” means the applicable Treasury regulations and other interpretive guidance promulgated pursuant to Section 409A of the Code.

(c) “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

(d) “ Award ” means an Option, Unit Appreciation Right, Restricted Unit, Phantom Unit, Unit Award, Substitute Award, Other Unit Based Award or Cash Award granted under the Plan or Performance Awards and includes, as appropriate, any tandem DERs granted with respect to an Award (other than a Restricted Unit or Unit Award).

(e) “ Award Agreement ” means the written or electronic agreement by which an Award shall be evidenced.

(f) “ Board ” means the Board of Directors of the General Partner.

(g) “ Cash Award ” means an award denominated in cash.

(h) “ Change of Control ” means, and shall be deemed to have occurred upon one or more of the following events:

(i) any “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than members of the General Partner, the Partnership, or an Affiliate of either the General Partner or the Partnership, shall become the

beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the voting power of the voting securities of the General Partner or the Partnership;

(ii) the limited partners of the General Partner or the Partnership approve, in one transaction or a series of transactions, a plan of complete liquidation of the General Partner or the Partnership;

(iii) the sale or other disposition by either the General Partner or the Partnership of all or substantially all of its assets in one or more transactions to any Person other than an Affiliate;

(iv) the General Partner or an Affiliate of the General Partner or the Partnership ceases to be the general partner of the Partnership;

(v) any other event specified as a “ Change of Control ” in an applicable Award Agreement.

Notwithstanding the above, with respect to a 409A Award, a “Change of Control” shall not occur unless that Change of Control also constitutes a “change in the ownership of a corporation,” a “change in the effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets,” in each case, within the meaning of 1.409A-3(i)(5) of the 409A Regulations, as applied to non-corporate entities.

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

(j) “ Committee ” means the Board or such committee as may be appointed by the Board to administer the Plan, which alternative committee may be the board of directors or managers of any Affiliate or a committee therefore.

(k) “ Consultant ” means an individual who renders consulting or advisory services to the General Partner, the Partnership or an Affiliate of either.

(l) “ Director ” means a member of the Board or the board of directors of an Affiliate of the General Partner who is not an Employee or a Consultant (other than in that individual’s capacity as a Director).

(m) “ Distribution Equivalent Right ” or “ DER ” means a contingent right, granted alone or in tandem with a specific Award (other than a Restricted Unit or Unit Award), to receive with respect to each Unit subject to the Award an amount in cash, Units and/or Phantom Units, as determined by the Committee in its sole discretion, equal in value to the distributions made by the Partnership with respect to a Unit during the period such Award is outstanding.

(n) “ Effective Date ” has the meaning set forth in Section 1.

(o) “ Employee ” means an employee of the General Partner or an Affiliate of the General Partner.

(p) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(q) “ Fair Market Value ” means, on any relevant date, the closing sales price of a Unit on the principal national securities exchange or other market in which trading in Units occurs on the last market trading day prior to the applicable day (or, if there is no trading in the Units on such date, on the

next preceding day on which there was trading) as reported in The Wall Street Journal (or other reporting service approved by the Committee). If Units are not traded on a national securities exchange or other market at the time a determination of Fair Market Value is required to be made hereunder, the determination of Fair Market Value shall be made by the Committee in good faith using a “reasonable application of a reasonable valuation method” within the meaning of the 409A Regulations (specifically, Section 1.409A-l(b)(5)(iv)(B) of the 409A Regulations).

(r) “ General Partner ” has the meaning set forth in Section 1.

(s) “ Option ” means an option to purchase Units granted under the Plan.

(t) “ Other Unit Based Award ” means an Award granted to an Employee, Director or Consultant pursuant to Section 6(f).

(u) “ Participant ” means an Employee, Consultant or Director granted an Award under the Plan.

(v) “ Partnership ” has the meaning set forth in Section 1.

(w) “ Performance Award ” means a right granted to an Employee, Director or Consultant pursuant to Section 6(i), to receive an Award based upon performance criteria specified by the Committee.

(x) “ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity.

(y) “ Phantom Unit ” means a notional Unit granted under the Plan which upon vesting entitles the Participant to receive, at the time of settlement, a Unit or an amount of cash equal to the Fair Market Value of a Unit, as determined by the Committee in its sole discretion.

(z) “ Plan ” has the meaning set forth in Section 1.

(aa) “ Qualified Member ” means a member of the Committee who is a “nonemployee director” within the meaning of Rule 16b-3(b)(3).

(bb) “ Restricted Period ” means the period established by the Committee with respect to an Award during which the Award remains subject to forfeiture and is either not exercisable by or payable to the Participant, as the case may be.

(cc) “ Restricted Unit ” means a Unit granted under the Plan that is subject to a Restricted Period.

(dd) “ Rule 16b-3 ” means Rule 16b-3 promulgated by the SEC under the Exchange Act or any successor rule or regulation thereto as in effect from time to time.

(ee) “ SEC ” means the Securities and Exchange Commission, or any successor thereto.

(ff) “ Substitute Award ” means an award granted pursuant to Section 6(h) of the Plan.

(gg) “ Unit Distribution Right ” or “ UDR ” means a distribution made by the Partnership with respect to a Restricted Unit.

(hh) “ Unit ” means a common unit of the Partnership.

(ii) “ Unit Appreciation Right ” means a contingent right granted under the Plan that entitles the holder to receive, in cash or Units, as determined by the Committee in its sole discretion, an amount equal to the excess of the Fair Market Value of a Unit on the exercise date of the Unit Appreciation Right (or another specified date) over the exercise price of the Unit Appreciation Right.

(jj) “ Unit Award ” means a grant of a Unit that is not subject to a Restricted Period.

Section 3. Administration .

(a) Authority of the Committee . The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Units to be covered by Awards; (iv) determine the terms and conditions of any Award, consistent with the terms of the Plan, which terms may include any provision regarding the acceleration of vesting or waiver of forfeiture restrictions or any other condition or limitation regarding an Award, based on such factors as the Committee shall determine, in its sole discretion; (v) determine whether, to what extent, and under what circumstances Awards may be vested, settled, exercised, canceled, or forfeited; (vi) interpret and administer the Plan and any instrument or agreement relating to an Award made under the Plan; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or an Award Agreement in such manner and to such extent as the Committee deems necessary or appropriate. The determinations of the Committee on the matters referred to in this Section 3(a) shall be final and conclusive.

(b) Manner and Exercise of Committee Authority . At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award granted or to be granted to a Participant who is then subject to Section 16 of the Exchange Act in respect of the Partnership may be taken either (i) by a subcommittee, designated by the Committee, composed solely of two or more Qualified Members, or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided , however , that upon such abstention or recusal the Committee remains composed solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee for all purposes of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including, without limitation, the General Partner, the Partnership, any Affiliate, any Participant, and any beneficiary of a Participant. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting the power or authority of the Committee. Subject to the Plan and any applicable law, the Committee, in its sole discretion, may delegate any or all of its powers and duties under the Plan, including the power to grant Awards under the Plan, to the Chief Executive Officer of the General Partner, subject to such limitations on such delegated powers and duties as the Committee may impose, if any, and provided that the Committee may not delegate its duties where

such delegation would violate state corporate law, or with respect to making Awards to, or otherwise with respect to Awards granted to, Participants who are subject to Section 16(b) of the Exchange Act. Upon any such delegation, all references in the Plan to the “Committee,” other than in Section 7, shall be deemed to include the Chief Executive Officer. Any such delegation shall not limit the Chief Executive Officer’s right to receive Awards under the Plan; provided , however , the Chief Executive Officer may not grant Awards to himself, a Director or any executive officer of the General Partner or an Affiliate, or take any action with respect to any Award previously granted to himself, an individual who is an executive officer or a Director. Under no circumstances shall any such delegation result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Partnership.

(c) Limitation of Liability . The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the General Partner, the Partnership or their Affiliates, the General Partner’s or the Partnership’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee and any officer or employee of the General Partner, the Partnership or any of their Affiliates acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to this Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the General Partner with respect to any such action or determination.

(d) Exemptions from Section 16(b) Liability . It is the intent of the General Partner that the grant of any Awards to, or other transaction by, a Participant who is subject to Section 16 of the Exchange Act shall be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 or another applicable exemption (except for transactions acknowledged by the Participant in writing to be non-exempt). Accordingly, if any provision of the Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 or such other exemption as then applicable to any such transaction, such provision shall be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under Section 16(b) of the Exchange Act.

Section 4. Units .

(a) Limits on Units Deliverable . Subject to adjustment as provided in Section 4(c) and Section 7, the number of Units that may be delivered with respect to Awards under the Plan is 3,125,000. Units withheld from an Award or surrendered by a Participant to satisfy the Partnership’s or an Affiliate’s tax withholding obligations (including the withholding of Units with respect to Restricted Units) or to satisfy the payment of any exercise price with respect to the Award shall not be considered to be Units delivered under the Plan for this purpose. If any Award is forfeited, cancelled, exercised, settled in cash, or otherwise terminates or expires without the actual delivery of Units pursuant to such Award (the grant of Restricted Units is not a delivery of Units for this purpose), the Units subject to such Award shall again be available for Awards under the Plan (including Units not delivered in connection with the exercise of an Option or Unit Appreciation Right). There shall not be any limitation on the number of Awards that may be granted and paid in cash.

(b) Sources of Units Deliverable Under Awards . Any Units delivered pursuant to an Award shall consist, in whole or in part, of Units acquired in the open market, from any Affiliate, the Partnership or any other Person, or any combination of the foregoing, as determined by the Committee in its discretion.

(c) Anti-dilution Adjustments . Notwithstanding anything contained in Section 7, with respect to any “equity restructuring” event that could result in an additional compensation expense to the General Partner or the Partnership pursuant to the provisions of FASB Accounting Standards Codification, Topic 718 if adjustments to Awards with respect to such event were discretionary, the Committee shall equitably adjust the number and type of Units covered by each outstanding Award and the terms and conditions, including the exercise price and performance criteria (if any), of such Award to equitably reflect such restructuring event and shall adjust the number and type of Units (or other securities or property) with respect to which Awards may be granted after such event. With respect to any other similar event that would not result in an accounting charge under FASB Accounting Standards Codification, Topic 718 if the adjustment to Awards with respect to such event were subject to discretionary action, the Committee shall have complete discretion to adjust Awards in such manner as it deems appropriate with respect to such other event. In the event the Committee makes any adjustment pursuant to the foregoing provisions of this Section 4(c), the Committee shall make a corresponding and proportionate adjustment with respect to the maximum number of Units that may be delivered with respect to Awards under the Plan as provided in Section 4(a) and the kind of Units or other securities available for grant under the Plan.

(d) Additional Issuances . Except as hereinbefore expressly provided, the issuance by the General Partner or the Partnership of Units for cash, property, labor or services, upon direct sale, or upon the conversion of Units or obligations of the General Partner or the Partnership convertible into such Units, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Units subject to Awards theretofore granted pursuant to the Plan.

Section 5. Eligibility . Any Employee, Consultant or Director shall be eligible to be designated a Participant and receive an Award under the Plan. If the Units issuable pursuant to an Award are intended to be registered with the SEC on Form S-8, then only Employees, Consultants, and Directors of the Partnership or a parent or subsidiary of the Partnership (within the meaning of General Instruction A.1(a) to Form S-8) will be eligible to receive such an Award.

Section 6. Awards .

(a) General . Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 7(a)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination of employment by the Participant, or termination of the Participant’s service relationship with the General Partner, the Partnership, or their Affiliates, and terms permitting a Participant to make elections relating to his or her Award. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory under the Plan; provided , however , that the Committee shall not have any discretion to accelerate the terms of payment of any Award that provides for a deferral of compensation under Section 409A the Code and the 409A Regulations if such acceleration would subject a Participant to additional taxes under Section 409A the Code and the 409A Regulations.

(b) Options . The Committee may grant Options that are intended to comply with Section 1.409A-l(b)(5)(i)(A) of the 409A Regulations only to Employees, Consultants or Directors performing services on the date of grant for the Partnership or a corporation or other type of entity in a chain of corporations or other entities in which each corporation or other entity has a “controlling interest” in another corporation or entity in the chain, starting with the Partnership and ending with the corporation or other entity for which the Employee, Consultant or Director performs services. For

purposes of this Section 6(b), “controlling interest” means (i) in the case of a corporation, ownership of stock possessing at least 50% of total combined voting power of all classes of stock of such corporation entitled to vote or at least 50% of the total value of shares of all classes of stock of such corporation; (ii) in the case of a partnership, ownership of at least 50% of the profits interest or capital interest of such partnership; (iii) in the case of a sole proprietorship, ownership of the sole proprietorship; or (iv) in the case of a trust or estate, ownership of an actuarial interest (as defined in Section 1.414(c)-2(b)(2)(ii) of the 409A Regulations) of at least 50% of such trust or estate. The Committee may grant Options that are otherwise exempt from or compliant with Section 409A of the Code to any eligible Employee, Consultant or Director. The Committee shall have the authority to determine the number of Units to be covered by each Option, the purchase price therefore and the Restricted Period and other conditions and limitations applicable to the exercise of the Option, including the following terms and conditions and such additional terms and conditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan.

(i) Exercise Price . The exercise price per Unit purchasable under an Option that does not provide for the deferral of compensation under the 409A Regulations shall be determined by the Committee at the time the Option is granted but, except with respect to Substitute Awards, may not be less than the Fair Market Value of a Unit as of the date of grant of the Option. For purposes of this Section 6(b)(i), the Fair Market Value of a Unit shall be determined as of the date of grant. The exercise price per Unit purchasable under an Option that does not provide for the deferral of compensation by reason of satisfying the short-term deferral rule set forth in the 409A Regulations or that is compliant with Section 409A of the Code shall be determined by the Committee at the time the Option is granted.

(ii) Time and Method of Exercise . The Committee shall determine the exercise terms and the Restricted Period with respect to an Option grant, which may include, without limitation, a provision for accelerated vesting upon the achievement of specified performance goals or other events, and the method or methods by which payment of the exercise price with respect thereto may be made or deemed to have been made, which may include, without limitation, cash, check acceptable to the General Partner, withholding Units from an Award, a “cashless-broker” exercise through procedures approved by the General Partner, or any combination of the above methods, having a Fair Market Value on the exercise date equal to the relevant exercise price.

(iii) Forfeitures . Except as otherwise provided in the terms of the Award Agreement, upon termination of a Participant’s employment or service to the General Partner and its Affiliates or membership on the Board or the board of directors of an Affiliate, whichever is applicable, for any reason during the applicable Restricted Period, all unvested Options shall be forfeited by the Participant. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s Options; provided that the waiver contemplated under this Section 6(b)(iii) shall be effective only to the extent that such waiver will not cause the Participant’s Options that are designed to satisfy Section 409A of the Code to fail to satisfy such Section.

(c) Unit Appreciation Rights . The Committee may grant Unit Appreciation Rights that are intended to comply with Section 1.409A-l(b)(5)(i)(B) of the 409A Regulations only to Employees, Consultants or Directors performing services on the date of grant for the Partnership or a corporation or other type of entity in a chain of corporations or other entities in which each corporation or other entity has a “controlling interest” in another corporation or entity in the chain, starting with the Partnership and ending with the corporation or other entity for which the Employee, Consultant or Director performs services. For purposes of this Section 6(c), “controlling interest” means (i) in the case of a corporation,

ownership of stock possessing at least 50% of total combined voting power of all classes of stock of such corporation entitled to vote or at least 50% of the total value of shares of all classes of stock of such corporation; (ii) in the case of a partnership, ownership of at least 50% of the profits interest or capital interest of such partnership; (iii) in the case of a sole proprietorship, ownership of the sole proprietorship; or (iv) in the case of a trust or estate, ownership of an actuarial interest (as defined in Section 1.414(c)-2(b)(2)(ii) of the 409A Regulations) of at least 50% of such trust or estate. The Committee may grant Unit Appreciation Rights that are otherwise exempt from or compliant with Section 409A of the Code to any eligible Employee, Consultant or Director. The Committee shall have the authority to determine the Employees, Consultants and Directors to whom Unit Appreciation Rights shall be granted, the number of Units to be covered by each grant, whether Units or cash shall be delivered upon exercise, the exercise price therefor and the conditions and limitations applicable to the exercise of the Unit Appreciation Rights, including the following terms and conditions and such additional terms and conditions as the Committee shall determine, that are not inconsistent with the provisions of the Plan.

(i) Exercise Price . The exercise price per Unit Appreciation Right that does not provide for the deferral of compensation under the 409A Regulations shall be determined by the Committee at the time the Unit Appreciation Right is granted but, except with respect to Substitute Awards, may not be less than the Fair Market Value of a Unit as of the date of grant of the Unit Appreciation Right. For purposes of this Section 6(c)(i), the Fair Market Value of a Unit shall be determined as of the date of grant. The exercise price per Unit Appreciation Right that does not provide for the deferral of compensation by reason of satisfying the short-term deferral rule set forth in the 409A Regulations or that is compliant with Section 409A of the Code shall be determined by the Committee at the time the Unit Appreciation Right is granted.

(ii) Time of Exercise . The Committee shall determine the Restricted Period and the time or times at which a Unit Appreciation Right may be exercised in whole or in part, which may include, without limitation, accelerated vesting upon the achievement of specified performance goals or other events.

(iii) Forfeitures . Except as otherwise provided in the terms of the Award Agreement, upon termination of a Participant’s employment with or service to the General Partner, the Partnership and their Affiliates or membership on the Board or the board of directors of an Affiliate, whichever is applicable, for any reason during the applicable Restricted Period, all outstanding Unit Appreciation Rights awarded to the Participant shall be automatically forfeited on such termination. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s Unit Appreciation Rights.

(d) Restricted Units and Phantom Units . The Committee shall have the authority to determine the Employees, Consultants and Directors to whom Restricted Units or Phantom Units shall be granted, the number of Restricted Units or Phantom Units to be granted to each such Participant, the Restricted Period, the conditions under which the Restricted Units or Phantom Units may become vested or forfeited and such other terms and conditions as the Committee may establish with respect to such Awards.

(i) UDRs . To the extent provided by the Committee, in its discretion, a grant of Restricted Units may provide that the distributions made by the Partnership with respect to the Restricted Units shall be subject to the same forfeiture and other restrictions as the Restricted Unit and, if restricted, such distributions shall be held, without interest, until the Restricted Unit vests or is forfeited with the UDR being paid or forfeited at the same time, as the case may be. In addition, the Committee may provide that such distributions be used to acquire additional Restricted Units for the Participant. Such additional Restricted Units may be subject to such

vesting and other terms as the Committee may prescribe. Absent such a restriction on the UDRs in the Award Agreement, UDRs shall be paid to the holder of the Restricted Unit without restriction at the same time as cash distributions are paid by the Partnership to its unitholders. Notwithstanding the foregoing, UDRs shall only be paid in a manner that is either exempt from or in compliance with Section 409A of the Code.

(ii) Forfeitures . Except as otherwise provided in the terms of the applicable Award Agreement, upon termination of a Participant’s employment with or services to the General Partner and its Affiliates or membership on the Board or the board of directors of an Affiliate, whichever is applicable, for any reason during the applicable Restricted Period, all outstanding, unvested Restricted Units and Phantom Units awarded to the Participant shall be automatically forfeited on such termination. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s Restricted Units and/or Phantom Units; provided that the waiver contemplated under this Section 6(d)(ii) shall be effective only to the extent that such waiver will not cause the Participant’s Restricted Units and/or Phantom Units that are designed to satisfy Section 409A of the Code to fail to satisfy such Section.

(iii) Lapse of Restrictions .

(A) Phantom Units . No later than the 15 ^th calendar day following the vesting of each Phantom Unit, subject to the provisions of Section 8(b), the Participant shall be entitled to settlement of such Phantom Unit and shall receive one Unit or an amount in cash equal to the Fair Market Value of a Unit (for purposes of this Section 6(f)(iii), as calculated on the last day of the Restricted Period), as determined by the Committee in its discretion.

(B) Restricted Units . Upon the vesting of each Restricted Unit, subject to satisfying the tax withholding obligations of Section 8(b), the Participant shall be entitled to have the restrictions removed from his or her Award so that the Participant then holds an unrestricted Unit.

(e) Unit Awards . The Committee shall have the authority to grant a Unit Award under the Plan to any Employee, Consultant or Director in a number determined by the Committee in its discretion, as a bonus or additional compensation or in lieu of cash compensation the individual is otherwise entitled to receive, in such amounts as the Committee determines to be appropriate.

(f) Other Unit Based Awards . The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Units, as deemed by the Committee to be consistent with the purposes of this Plan, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Units, purchase rights for Units, Awards with value and payment contingent upon performance of the Partnership or any other factors designated by the Committee, and Awards valued by reference to the book value of Units or the value of securities of or the performance of specified Affiliates of the General Partner or the Partnership. The Committee shall determine the terms and conditions of such Awards. Units delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(f) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Units, other Awards, or other property, as the Committee shall determine. Cash awards, as an element of or supplement to, or independent of any other Award under this Plan, may also be granted pursuant to this Section 6(f).

(g) DERs . To the extent provided by the Committee, in its discretion, an Award (other than a Restricted Unit or Unit Award) may include a tandem DER grant, which may provide that such DERs shall be paid directly to the Participant, be reinvested into additional Awards, be credited to a bookkeeping account (with or without interest in the discretion of the Committee) subject to the same vesting restrictions as the tandem Award, or be subject to such other provisions or restrictions as determined by the Committee in its discretion. Absent a contrary provision in the Award Agreement, DERs shall be paid to the Participant without restriction at the same time as ordinary cash distributions are paid by the Partnership to its unitholders. Notwithstanding the foregoing, DERs shall only be paid in a manner that is either exempt from or in compliance with Section 409A of the Code.

(h) Substitute Awards . Awards may be granted under the Plan in substitution for similar awards held by individuals who become Employees, Consultants or Directors as a result of a merger, consolidation or acquisition by the Partnership or an Affiliate of another entity or the assets of another entity. Such Substitute Awards that are Options or Unit Appreciation Rights may have exercise prices less than the Fair Market Value of a Unit on the date of the substitution if such substitution complies with Section 409A of the Code and the 409A Regulations and other applicable laws and exchange rules.

(i) Performance Awards . The right of a Participant to receive a grant, and the right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions.

(i) Performance Goals Generally . The performance goals for such Performance Awards shall consist of one or more business criteria or individual performance criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 6(i). The Committee may determine that such Performance Awards shall be granted, exercised, and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. The Committee shall establish any such performance conditions and goals based on one or more business criteria for the General Partner and/or the Partnership, on a consolidated basis, and/or for specified Affiliates or business or geographical units of the Partnership, as determined by the Committee in its discretion, which may include (but are not limited to) one or more of the following: (A) earnings per Unit, (B) increase in revenues, (C) increase in cash flow, (D) increase in cash flow from operations, (E) increase in cash flow return, (F) return on net assets, (G) return on assets, (H) return on investment, (I) return on capital, (J) return on equity, (K) economic value added, (L) operating margin, (M) contribution margin, (N) net income, (O) net income per Unit, (P) pretax earnings, (Q) pretax earnings before interest, depreciation and amortization, (R) pretax operating earnings after interest expense and before incentives, service fees, and extraordinary or special items, (S) total unitholder return, (T) debt reduction, (U) market share, (V) change in the Fair Market Value of the Units, (W) operating income, and (X) any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of comparable companies. Performance goals may differ for Performance Awards granted to any one Participant or to different Participants.

(ii) Performance Periods . Achievement of performance goals in respect of such Performance Awards shall be measured over a performance period of up to ten years, as specified by the Committee. Performance goals shall be established by the Committtee not later than 90 days after the beginning of any performance period applicable to such Performance Awards.

(iii) Settlement . At the end of each performance period, the Committee shall determine the amount, if any, of the amount of the potential Performance Award otherwise payable to each Participant and such amount shall be paid to the Participant no later than March 15 of the year following the year that included the last day of the performance period. Settlement of such Performance Awards shall be in cash, Units, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce or increase the amount of a settlement otherwise to be made in connection with such Performance Awards. The Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited in the event of termination of employment by the Participant prior to the end of a performance period or settlement of Performance Awards.

(j) Certain Provisions Applicable to Awards .

(i) Stand-Alone, Additional, Tandem and Substitute Awards . Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award granted under the Plan or any award granted under any other plan of the Partnership or any Affiliate. Awards granted in addition to, in substitution for, or in tandem with other Awards or awards granted under any other plan of the Partnership or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards. If an Award is granted in substitution or exchange for another Award, the Committee shall require the surrender of such other Award in consideration for the grant of the new Award. Awards under the Plan may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the General Partner, the Partnership, or any Affiliate, in which the value of Units subject to the Award is equivalent in value to the cash compensation, or in which the exercise price, grant price, or purchase price of the Award in the nature of a right that may be exercised is equal to the Fair Market Value of the underlying Units minus the value of the cash compensation surrendered. Awards granted pursuant to the preceding sentence shall be designed, awarded and settled in a manner that does not result in additional taxes under Section 409A the Code and the 409A Regulations.

(ii) Limits on Transfer of Awards .

(A) Except as provided in Section 6(j)(ii)(C) below, each Option and Unit Appreciation Right shall be exercisable only by the Participant during the Participant’s lifetime, or by the Person to whom the Participant’s rights shall pass by will or the laws of descent and distribution.

(B) Except as provided in Section 6(j)(ii)(C) below, no Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the General Partner, the Partnership or any Affiliate.

(C) To the extent specifically provided by the Committee with respect to an Option or Unit Appreciation Right, an Option or Unit Appreciation Right may be transferred by a Participant without consideration to immediate family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish.

(iii) Term of Awards . The term of each Award shall be for such period as may be determined by the Committee.

(iv) Form and Timing of Payment under Awards; Deferrals . Subject to the terms of the Plan and any applicable Award agreement, payments to be made by the General Partner, the Partnership, or any Affiliate upon the exercise of an Option or other Award or settlement of an Award may be made in such forms as the Committee shall determine, including without limitation cash, Units, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis; provided , however , that any such deferred payment will be set forth in the agreement evidencing such Award and/or otherwise made in a manner that will not result in additional taxes under Section 409A the Code and the 409A Regulations. Except as otherwise provided herein, the settlement of any Award may be accelerated, and cash paid in lieu of Units in connection with such settlement, in the discretion of the Committee or upon occurrence of one or more specified events (in addition to a Change of Control). Installment or deferred payments may be required by the Committee (subject to Section 7(a) of the Plan, including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the original Award Agreement) or permitted at the election of the Participant on terms and conditions established by the Committee and in compliance with Section 409A the Code and the 409A Regulations. Payments may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of DERs or other amounts in respect of installment or deferred payments denominated in Units. This Plan shall not constitute an “employee benefit plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

(v) Issuance of Units . The Units or other securities of the Partnership delivered pursuant to an Award may be evidenced in any manner deemed appropriate by the Committee in its sole discretion, including, but not limited to, in the form of a certificate issued in the name of the Participant or by book entry, electronic or otherwise and shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Units or other securities are then listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be inscribed on any such certificates to make appropriate reference to such restrictions.

(vi) Consideration for Grants . Awards may be granted for such consideration, including services, as the Committee shall determine.

(vii) Exemptions from Section 16(b) Liability . It is the intent of the General Partner that the grant of any Awards to or other transaction by a Participant who is subject to Section 16 of the Exchange Act shall be exempt from such Section pursuant to an applicable exemption (except for transactions acknowledged in writing to be non-exempt by such Participant). Accordingly, if any provision of this Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 as then applicable to any such transaction, such provision shall be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under Section 16(b) of the Exchange Act.

(viii) Delivery of Units or other Securities and Payment by Participant of Consideration . Notwithstanding anything in the Plan or any Award Agreement to the contrary, delivery of Units pursuant to the exercise, vesting and/or settlement of an Award may be deferred for any period during which, in the good faith determination of the Committee, the General Partner is not reasonably able to obtain Units to deliver pursuant to such Award without violating applicable law or the applicable rules or regulations of any governmental agency or authority or securities exchange. No Units or other securities shall be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement (including, without limitation, any exercise price or tax withholding) is received by the General Partner.

(ix) Additional Agreements . Each Employee, Consultant or Director to whom an Award is granted under this Plan may be required to agree in writing, as a condition to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Person’s termination of services with the General Partner, the Partnership or their Affiliates to a general release of claims and/or a noncompetition agreement in favor of the General Partner, the Partnership, and their Affiliates, with the terms and conditions of such agreement(s) to be determined in good faith by the Committee.

(x) Termination of Employment . Except as provided herein, the treatment of an Award upon a termination of employment or any other service relationship by and between a Participant and the General Partner, the Partnership, or any Affiliate shall be specified in the Award Agreement controlling such Award.

Section 7. Amendment and Termination . Except to the extent prohibited by applicable law:

(a) Amendments to the Plan and Awards . Except as required by applicable law or the rules of the principal securities exchange, if any, on which the Units are traded, the Board or the Committee may amend, alter, suspend, discontinue, or terminate the Plan in any manner, including increasing the number of Units available for Awards under the Plan, without the consent of any partner, Participant, other holder or beneficiary of an Award, or any other Person. Notwithstanding the foregoing, the Committee may waive any conditions or rights under, amend any terms of, or alter any Award theretofore granted, provided that no change, other than pursuant to Section 7(b), 7(c), 7(d), 7(e), or 7(g) below, in any Award shall materially reduce the rights or benefits of a Participant with respect to an Award without the consent of such Participant.

(b) Subdivision or Consolidation of Units . The terms of an Award and the number of Units authorized pursuant to Section 4 for issuance under the Plan shall be subject to adjustment from time to time, in accordance with the following provisions:

(i) If at any time, or from time to time, the Partnership shall subdivide as a whole (by reclassification, by a Unit split, by the issuance of a distribution on Units payable in Units, or otherwise) or in the event the Partnership distributes an extraordinary cash dividend the number of Units then outstanding into a greater number of Units, then, as appropriate, (A) the maximum number of Units available for the Plan or in connection with Awards as provided in Sections 4 shall be increased proportionately, and the kind of other securities available for the Plan shall be appropriately adjusted, (B) the number of Units (or other kind of securities) that may be acquired under any then outstanding Award shall be increased proportionately, and (C) the price (including the exercise price) for each Unit (or other kind of securities) subject to then outstanding Awards shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.

(ii) If at any time, or from time to time, the Partnership shall consolidate as a whole (by reclassification, by reverse Unit split, or otherwise) the number of Units then outstanding into a lesser number of Units, (A) the maximum number of Units for the Plan or available in connection with Awards as provided in Sections 4 shall be decreased proportionately, and the kind of other securities available for the Plan shall be appropriately adjusted, (B) the number of Units (or other kind of securities) that may be acquired under any then outstanding Award shall be decreased proportionately, and (C) the price (including the exercise price) for each Unit (or other kind of securities) subject to then outstanding Awards shall be increased proportionately, without changing the aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.

(iii) Whenever the number of Units subject to outstanding Awards and the price for each Unit subject to outstanding Awards are required to be adjusted as provided in this Section 7(b), the Committee shall promptly prepare a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and the number of Units, other securities, cash, or property purchasable subject to each Award after giving effect to the adjustments. The Committee shall promptly provide each affected Participant with such notice.

(iv) Adjustments under Sections 7(b)(i) and (ii) shall be made by the Committee, and its determination as to what adjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under the Plan on account of any such adjustments.

(c) Recapitalizations . If the Partnership recapitalizes, reclassifies its equity securities, or otherwise changes its capital structure (a “ recapitalization ”) without a Change of Control, the number and class of Units covered by an Award theretofore granted shall be adjusted so that such Award shall thereafter cover the number and class of Units and securities to which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the holder had been the holder of record of the number of Units then covered by such Award and the Unit limitations provided in Section 4 shall be adjusted in a manner consistent with the recapitalization.

(d) Additional Issuances . Except as expressly provided herein, the issuance by the Partnership of units of any class or securities convertible into units of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of units or obligations of the Partnership convertible into such units or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Units of Stock subject to Awards theretofore granted or the purchase price per Unit, if applicable.

(e) Change of Control . Notwithstanding any other provisions of the Plan or any Award Agreement to the contrary, upon a Change of Control the Committee, acting in its sole discretion without the consent or approval of any holder, may affect one or more of the following alternatives, which may vary among individual holders and which may vary among Awards: (i) remove any applicable forfeiture restrictions on any Award; (ii) accelerate the time of exercisability or the time at which the Restricted Period shall lapse to a specific date, before or after such Change of Control, specified by the Committee; (iii) require the mandatory surrender to the General Partner or the Partnership by selected holders of some or all of the outstanding Awards held by such holders (irrespective of whether such

Awards are then subject to a Restricted Period or other restrictions pursuant to the Plan) as of a date, before or after such Change of Control, specified by the Committee, in which event the Committee shall thereupon cancel such Awards and pay to each holder an amount of cash per Unit equal to the amount calculated in Section 7(f) (the “ Change of Control Price ”) less the exercise price, if any, applicable to such Awards; provided , however , that to the extent the exercise price of an Option or a Unit Appreciation Right exceeds the Change of Control Price, no consideration will be paid with respect to that Award; (iv) cancel Awards that remain subject to a Restricted Period as of the date of a Change of Control without payment of any consideration to the Participant for such Awards; or (v) make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change of Control (including, but not limited to, the substitution of Awards for new awards); provided , however , that the Committee may determine in its sole discretion that no adjustment is necessary to Awards then outstanding.

(f) Change of Control Price . The “ Change of Control Price ” shall equal the amount determined in clause (i), (ii), (iii), (iv) or (v), whichever is applicable, as follows: (i) the per Unit price offered to Unit holders in any merger or consolidation, (ii) the per Unit value of the Units immediately before the Change of Control without regard to assets sold in the Change of Control and assuming the General Partner or the Partnership, as applicable, has received the consideration paid for the assets in the case of a sale of the assets, (iii) the amount distributed per Unit in a dissolution transaction, (iv) the price per Unit offered to Unit holders in any tender offer or exchange offer whereby a Change of Control takes place, or (v) if such Change of Control occurs other than pursuant to a transaction described in clauses (i), (ii), (iii), or (iv) of this Section 7(f), the Fair Market Value per Unit of the Units that may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the consideration offered to unitholders of the Partnership in any transaction described in this Section 7(f) or Section 7(e) consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

(g) Impact of Corporate Events on Awards Generally . In the event of changes in the outstanding Units by reason of a recapitalization, reorganization, merger, consolidation, combination, exchange or other relevant change in capitalization occurring after the date of the grant of any Award and not otherwise provided for by this Section 7, any outstanding Awards and any Award Agreements evidencing such Awards shall be subject to adjustment by the Committee at its discretion, which adjustment may, in the Committee’s discretion, be described in the Award Agreement and may include, but not be limited to, adjustments as to the number and price of Units or other consideration subject to such Awards, accelerated vesting (in full or in part) of such Awards, conversion of such Awards into awards denominated in the securities or other interests of any successor Person, or the cash settlement of such Awards in exchange for the cancellation thereof. In the event of any such change in the outstanding Units, the aggregate number of Units available under this Plan may be appropriately adjusted by the Committee, whose determination shall be conclusive.

Section 8. General Provisions .

(a) No Rights to Award . No Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards need not be the same with respect to each recipient.

(b) Tax Withholding . Unless other arrangements have been made that are acceptable to the General Partner or an Affiliate, the Partnership or Affiliate is authorized to deduct, withhold, or cause to be deducted or withheld, from any Award, from any payment due or transfer made under any Award or from any compensation or other amount owing to a Participant the amount (in cash, Units, Units that would otherwise be issued pursuant to such Award or other property) of any applicable taxes

payable in respect of the grant or settlement of an Award, its exercise, the lapse of restrictions thereon, or any other payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the General Partner or Affiliate to satisfy its withholding obligations for the payment of such taxes. Notwithstanding the foregoing, with respect to any Participant who is subject to Rule 16b-3, such tax withholding automatically shall be effected by the General Partner either by (i) “netting” or withholding Units otherwise deliverable to the Participant on the vesting or payment of such Award, or (ii) requiring the Participant to pay an amount equal to the applicable taxes payable in cash.

(c) No Right to Employment or Services . The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the General Partner or any Affiliate, to continue providing consulting services, or to remain on the Board, as applicable. Furthermore, the General Partner or an Affiliate may at any time dismiss a Participant from employment or his or her service relationship free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan, any Award Agreement or other agreement.

(d) Governing Law . The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware without regard to its conflicts of laws principles.

(e) Severability . If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. If any of the terms or provisions of the Plan or any Award Agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Participants who are subject to Section 16(b) of the Exchange Act), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3).

(f) Other Laws . The Committee may refuse to issue or transfer any Units or other consideration under an Award if, in its sole discretion, it determines that the issuance or transfer of such Units or such other consideration might violate any applicable law or regulation, the rules of the principal securities exchange on which the Units are then traded, or entitle the Partnership or an Affiliate to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the General Partner by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary.

(g) No Trust or Fund Created . Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the General Partner or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the General Partner or any Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the General Partner or such Affiliate.

(h) No Fractional Units . No fractional Units shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Units or whether such fractional Units or any rights thereto shall be canceled, terminated, or otherwise eliminated with or without consideration.

(i) Headings . Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(j) Facility of Payment . Any amounts payable hereunder to any individual under legal disability or who, in the judgment of the Committee, is unable to manage properly his financial affairs, may be paid to the legal representative of such individual, or may be applied for the benefit of such individual in any manner that the Committee may select, and the General Partner shall be relieved of any further liability for payment of such amounts.

(k) Allocation of Costs . Nothing herein shall be deemed to override, amend, or modify any cost sharing arrangement, omnibus agreement, or other arrangement between the General Partner, the Partnership, and any Affiliate regarding the sharing of costs between those entities.

(l) Gender and Number . Words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.

(m) Compliance with Section 409A . Nothing in the Plan or any Award Agreement shall operate or be construed to cause the Plan or an Award to fail to comply with the requirements of Section 409A of the Code. The applicable provisions of Section 409A the Code and the 409A Regulations are hereby incorporated by reference and shall control over any Plan or Award Agreement provision in conflict therewith. All 409A Awards shall be designed to comply with Section 409A of the Code.

(n) Specified Employee under Section 409A of the Code . Subject to any other restrictions or limitations contained herein, in the event that a “specified employee” (as defined under Section 409A of the Code and 409A Regulations) becomes entitled to a payment under an Award which is a 409A Award on account of a “separation from service” (as defined under Section 409A of the Code and the 409A Regulations), to the extent required by the Code, such payment shall not occur until the date that is six months plus one day from the date of such separation from service. Any amount that is otherwise payable within the six month period described herein will be aggregated and paid in a lump sum without interest.

(o) No Guarantee of Tax Consequences . None of the Board, the Committee, the Partnership nor the General Partner makes any commitment or guarantee that any federal, state or local tax treatment will (or will not) apply or be available to any Participant.

Section 9. Term of the Plan . The Plan shall be effective on the date on which it is adopted by the Board and shall continue until the earliest of (i) the date terminated by the Board, (ii) all Units available under the Plan have been delivered to Participants, or (iii) the 10th anniversary of the date the Plan is adopted by the Board. However, any Award granted prior to such termination, and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date.