FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALON USA PARTNERS, LPAlon USA Partners, LP • November 26th, 2012 • Petroleum refining • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALON USA PARTNERS, LP dated as of November 26, 2012, is entered into by and between Alon USA Partners GP, LLC, a Delaware limited liability company, as the General Partner, and Alon Assets, Inc., a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALON USA PARTNERS, LPAgreement • October 31st, 2012 • Alon USA Partners, LP • Petroleum refining • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALON USA PARTNERS, LP dated as of , 2012, is entered into by and between Alon USA Partners GP, LLC, a Delaware limited liability company, as the General Partner, and Alon Assets, Inc., a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
LIMITED LIABILITY COMPANY AGREEMENT OF ALON USA PARTNERS GP, LLC a Delaware limited liability companyLimited Liability Company Agreement • August 31st, 2012 • Alon USA Partners, LP • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of August 17, 2012 (this “Agreement”), is adopted, executed and agreed to by Alon Assets, Inc., a Delaware corporation (the “Sole Member”).
Form of Offtake Agreement by and between Alon USA, LP and Paramount Petroleum Corporation datedOfftake Agreement • October 26th, 2012 • Alon USA Partners, LP • Petroleum refining • Texas
OMNIBUS AGREEMENT among ALON USA ENERGY, INC. ALON ASSETS, INC. ALON USA PARTNERS GP, LLC and ALON USA PARTNERS, LPOmnibus Agreement • November 26th, 2012 • Alon USA Partners, LP • Petroleum refining • Delaware
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of November 26, 2012 among Alon USA Energy, Inc., a Delaware corporation (“Alon USA”), Alon Assets, Inc., a Delaware corporation (“Alon Assets”), Alon USA Partners, LP, a Delaware limited partnership (the “Partnership”), and Alon USA Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
Alon USA Partners, LP Common Units Form of Underwriting AgreementUnderwriting Agreement • November 6th, 2012 • Alon USA Partners, LP • Petroleum refining • New York
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 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 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.”
FORM OF TAX SHARING AGREEMENT BY AND AMONG ALON USA ENERGY, INC. AND ALON USA PARTNERS, LPTax Sharing Agreement • October 26th, 2012 • Alon USA Partners, LP • Petroleum refining • Delaware
AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENTSupply and Offtake Agreement • May 10th, 2013 • Alon USA Partners, LP • Petroleum refining • New York
THIS AMENDMENT to THE SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”), dated as of February 1, 2013 is made between J. Aron & Company, a general partnership organized under the laws of New York (“Aron”) located at 200 West Street, New York, New York 10282-2198, and Alon USA, LP (the “Company”), a limited partnership organized under the laws of Texas located at 12700 Park Central Dr., Suite 1600, Dallas, Texas 75251 (each referred to individually as a “Party” or collectively as the “Parties”).
ELEVENTH AMENDMENT TO AMENDED REVOLVING CREDIT AGREEMENTCredit Agreement • November 19th, 2012 • Alon USA Partners, LP • Petroleum refining • New York
ELEVENTH AMENDMENT TO AMENDED REVOLVING CREDIT AGREEMENT, dated as of November 13, 2012 (this “Agreement”), is entered into by and among Alon USA Energy, Inc., a Delaware corporation (the “Parent”), Alon USA, LP, f/k/a SWBU, L.P., a Texas limited partnership (“Alon LP”; together with such other subsidiaries of the Parent as may be designated as a borrower under the Credit Agreement by Alon LP with the prior written consent of the Agent (as defined below) and the Required Lenders (as defined in the Credit Agreement), each individually a “Borrower”, and, collectively, the “Borrowers”), all direct and indirect subsidiaries of the Parent other than the Excluded Subsidiaries (as defined in the Credit Agreement) (the Parent and such direct and indirect subsidiaries that are not Excluded Subsidiaries are hereinafter referred to individually as a “Guarantor Company” and, collectively, as the “Guarantor Companies”), the Lenders (as defined below), Israel Discount Bank of New York, as administra
AGREEMENT AND PLAN OF MERGER dated as of November 8, 2017 by and among DELEK US HOLDINGS, INC., SUGARLAND MERGECO, LLC, ALON USA PARTNERS, LP, and ALON USA PARTNERS GP, LLCAgreement and Plan of Merger • November 9th, 2017 • Alon USA Partners, LP • Petroleum refining • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 8, 2017 (the “Execution Date”), is entered into by and among Delek US Holdings, Inc., a Delaware corporation (“Parent”), Sugarland Mergeco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Merger Sub”), Alon USA Partners, LP, a Delaware limited partnership (“MLP”), and Alon USA Partners GP, LLC, a Delaware limited liability company and the general partner of MLP (“MLP General Partner”).
TWELFTH AMENDMENT TO AMENDED REVOLVING CREDIT AGREEMENTCredit Agreement • November 19th, 2012 • Alon USA Partners, LP • Petroleum refining • New York
TWELFTH AMENDMENT TO AMENDED REVOLVING CREDIT AGREEMENT, dated as of November 16, 2012 (this “Agreement”), is entered into by and among Alon USA Energy, Inc., a Delaware corporation (the “Parent”), Alon USA, LP, f/k/a SWBU, L.P., a Texas limited partnership (“Alon LP”; together with such other subsidiaries of the Parent as may be designated as a borrower under the Credit Agreement by Alon LP with the prior written consent of the Agent (as defined below) and the Required Lenders (as defined in the Credit Agreement), each individually a “Borrower”, and, collectively, the “Borrowers”), all direct and indirect subsidiaries of the Parent other than the Excluded Subsidiaries (as defined in the Credit Agreement) (the Parent and such direct and indirect subsidiaries that are not Excluded Subsidiaries are hereinafter referred to individually as a “Guarantor Company” and, collectively, as the “Guarantor Companies”), the Lenders (as defined below), Israel Discount Bank of New York, as administrat
SUPPORT AGREEMENTSupport Agreement • November 9th, 2017 • Alon USA Partners, LP • Petroleum refining • Delaware
THIS SUPPORT AGREEMENT, dated as of November 8, 2017 (this “Agreement”), is entered into by and between Alon USA Partners, LP, a Delaware limited partnership (“MLP”), and Alon Assets, Inc., a Delaware corporation (the “Unitholder”).
THIRD AMENDMENT TO PIPELINES AND TERMINALS AGREEMENTPipelines and Terminals Agreement • October 26th, 2012 • Alon USA Partners, LP • Petroleum refining
This Third Amendment (the “Third Amendment”) to the Pipelines and Terminals Agreement dated February 28, 2005 (the “Original Agreement”), by and between Holly Energy Partners, L.P. (“EP”) and Alon USA, LP. (“ALON”) (collectively, the “Parties”), is entered into as of the 6th day of June, 2011.
FORM OF SERVICES AGREEMENTForm of Services Agreement • October 26th, 2012 • Alon USA Partners, LP • Petroleum refining • Delaware
This SERVICES AGREEMENT (the “Agreement”), dated as of , 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.”
SECOND AMENDMENT TO PIPELINES AND TERMINALS AGREEMENTPipelines and Terminals Agreement • October 26th, 2012 • Alon USA Partners, LP • Petroleum refining
This Second Amendment (the “Second Amendment”) to the Pipelines and Terminals Agreement dated February 28, 2005 (the “Original Agreement”), by and between Holly Energy Partners, L.P. (“HEP”) and Alon USA, L.P. (“ALON”) (collectively, the “Parties”), is entered into as of the 1st day of March, 2011 (the “Effective Date”).
FORM OF ALON USA PARTNERS, LP RESTRICTED UNIT AGREEMENT (Director Agreement)Restricted Unit Agreement • October 31st, 2012 • Alon USA Partners, LP • Petroleum refining • Delaware
This Restricted Unit Agreement (this “Agreement”) is made as of , 2012 between Alon USA Partners, LP, a Delaware limited partnership (the “Partnership”), and the Director pursuant to the terms and conditions of the Alon USA Partners, LP 2012 Long Term Incentive Plan (the “Plan”). The Director acknowledges receipt of a copy of the Plan, and agrees that the terms and provisions of the Plan, including any future amendments thereto, shall be deemed a part of this Agreement as if fully set forth herein. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among ALON ASSETS INC. ALON USA PARTNERS GP, LLC ALON USA PARTNERS, LP ALON USA ENERGY, INC. ALON USA REFINING, LLC ALON USA OPERATING, INC. ALON USA, LP and ALON USA GP, LLC Dated as of...Contribution, Conveyance and Assumption • November 26th, 2012 • Alon USA Partners, LP • Petroleum refining
This Contribution, Conveyance and Assumption Agreement, dated as of November 26, 2012 (this “Agreement”), is by and among Alon USA Partners, LP, a Delaware limited partnership (the “Partnership”), Alon USA Partners GP, LLC, a Delaware limited liability company (the “General Partner”), Alon Assets, Inc., a Delaware corporation (“Alon Assets”), Alon USA Energy, Inc., a Delaware corporation (“Alon Energy”), Alon USA Refining, LLC, a Delaware limited liability company, Alon USA Operating, Inc., a Delaware corporation (“Alon Operating”), Alon USA, LP, a Texas limited partnership (“Alon USA, LP”), and Alon USA GP, LLC, a Delaware limited liability company (“Alon USA GP, LLC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
FORM OF CREDIT AND GUARANTY AGREEMENT dated as of , 2012, among ALON USA PARTNERS, LP, ALON USA PARTNERS GP, LLC and CERTAIN SUBSIDIARIES OF ALON USA PARTNERS, LP, as Guarantors, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent...Counterpart Agreement • November 7th, 2012 • Alon USA Partners, LP • Petroleum refining • New York
CREDIT AND GUARANTY AGREEMENT dated as of , 2012, among ALON USA PARTNERS, LP, a Delaware limited partnership (the “Borrower”), ALON USA PARTNERS GP, LLC, a Delaware limited liability company (the “GP”), and CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, as Guarantors, the LENDERS party hereto and CREDIT SUISSE AG (“Credit Suisse”), as Administrative Agent and Collateral Agent.
FORM OF OMNIBUS AGREEMENT among ALON USA ENERGY, INC. ALON ASSETS, INC. ALON USA PARTNERS GP, LLC and ALON USA PARTNERS, LPForm of Omnibus Agreement • October 26th, 2012 • Alon USA Partners, LP • Petroleum refining • Delaware
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of , 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.”
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among ALON ASSETS INC. ALON USA PARTNERS GP, LLC ALON USA PARTNERS, LP ALON USA ENERGY, INC. ALON USA REFINING, LLC ALON USA OPERATING, INC. ALON USA, LP and ALON USA GP, LLC Dated as of...Conveyance and Assumption • October 31st, 2012 • Alon USA Partners, LP • Petroleum refining
This Contribution, Conveyance and Assumption Agreement, dated as of , 2012 (this “Agreement”), is by and among Alon USA Partners, LP, a Delaware limited partnership (the “Partnership”), Alon USA Partners GP, LLC, a Delaware limited liability company (the “General Partner”), Alon Assets, Inc., a Delaware corporation (“Alon Assets”), Alon USA Energy, Inc., a Delaware corporation (“Alon Energy”), Alon USA Refining, LLC, a Delaware limited liability company, Alon USA Operating, Inc., a Delaware corporation (“Alon Operating”), Alon USA, LP, a Texas limited partnership (“Alon USA, LP”), and Alon USA GP, LLC, a Delaware limited liability company (“Alon USA GP, LLC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
FIRST AMENDMENT OF PIPELINES AND TERMINALS AGREEMENTPipelines and Terminals Agreement • October 26th, 2012 • Alon USA Partners, LP • Petroleum refining
This First Amendment to the Pipelines and Terminals Agreement is executed by Holly Energy Partners, L.P. (“HEP”) and Alon USA, L.P. (“Alon”) (collectively, the “Parties”) to be effective as of the 1st day of September, 2008.
AMENDMENT NO. 1 TO CONNECTION AND SHIPPING AGREEMENT BY AND BETWEEN ALON USA, LP AND CENTURION PIPELINE L.P., DATED JUNE 14, 2006Connection and Shipping Agreement • October 26th, 2012 • Alon USA Partners, LP • Petroleum refining
This Amendment No. 1 effective as of April 1, 2012 is entered into by and between Alon USA, LP (“Alon”), a Texas limited partnership, having an office at 7616 LBJ Freeway, Suite 300, Dallas, Texas 75251, and CENTURION PIPELINE L.P. (“Centurion”), a Delaware limited partnership, having an office at 5 Greenway Plaza, Houston, Texas 77046. Alon and Centurion may each be referred to herein as a “Party” or collectively as the “Parties.”
CONNECTION AND SHIPPING AGREEMENTConnection and Shipping Agreement • October 26th, 2012 • Alon USA Partners, LP • Petroleum refining • Texas
THIS CONNECTION AND SHIPPING AGREEMENT (“Agreement”) is made and entered into as of June 14, 2006 (the “Commencement Date”), by and between Centurion. Pipeline LP., a Delaware limited partnership (“Centurion”) and Alon USA, LP, a Texas limited partnership (“Alon”).
