Alon Brands, Inc. Sample Contracts

DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • December 22nd, 2010 • Alon Brands, Inc. • Retail-convenience stores • Delaware

This Director Indemnification Agreement, dated as of [date] 2010 (this “Agreement”), is made by and between Alon Brands, Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).

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OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • December 22nd, 2010 • Alon Brands, Inc. • Retail-convenience stores • Delaware

This Officer Indemnification Agreement, dated as of [date], 2010 (this “Agreement”), is made by and between Alon Brands, Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).

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LOAN AGREEMENT
Loan Agreement • April 6th, 2011 • Alon Brands, Inc. • Retail-convenience stores • New York
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MANAGEMENT EMPLOYMENT AGREEMENT
Management Employment Agreement • December 22nd, 2010 • Alon Brands, Inc. • Retail-convenience stores • Texas

This Agreement is entered into between Yossi Lipman (“Manager”) and Southwest Convenience Stores, LLC (“Employer” or “Company”) on July 1, 2001, who, in return for the mutual promises set forth herein, agree as follows:

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EXHIBIT 10.12 LIQUOR LICENSE PURCHASE AGREEMENT SOUTHWEST CONVENIENCE STORES, LLC, (the "Seller"), and SCS BEVERAGE, INC. (the "Buyer"), agree: 1. SALE OF LIQUOR LICENSES. Seller owns seventeen (17) New Mexico Liquor Licenses, presently located in New...
Liquor License Purchase Agreement • April 15th, 2011 • Alon Brands, Inc. • Retail-convenience stores • New Mexico
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FORM OF CORPORATE SERVICES AGREEMENT BETWEEN ALON USA, LP AND ALON BRANDS, INC. Dated as of ______________, 2011
Corporate Services Agreement • April 6th, 2011 • Alon Brands, Inc. • Retail-convenience stores • Texas

This CORPORATE SERVICES AGREEMENT, dated to be effective as of the Closing Date (this “Agreement”), is made by and between Alon USA, LP, a Texas limited partnership (“Alon LP”), and Alon Brands, Inc., a Delaware corporation (“Brands”). Alon LP is an indirect, majority-owned subsidiary of Alon USA Energy, Inc., a Delaware corporation (“Alon USA”), and as of the date hereof, Brands is an indirect subsidiary of Alon USA and Alon LP. Certain capitalized terms used in this Agreement are defined in Section 1.1 and the definitions of the other capitalized terms used in this Agreement are cross-referenced in Section 1.2.

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MANAGEMENT EMPLOYMENT AGREEMENT
Management Employment Agreement • November 15th, 2010 • Alon Brands, Inc. • Retail-convenience stores • Texas

This Agreement is entered into between Kyle C. McKeen (“Manager”) and Alon USA GP, LLC, a Delaware corporation (“Employer” or “Company”) as of May 1, 2008, who, in return for the mutual promises set forth herein, agree as follows:

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DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT Amendment No. 3 to Area License Agreement between Southwest Convenience Stores, LLC and 7-Eleven, Inc
Area License Agreement • December 28th, 2009 • Alon Brands, Inc. • Retail-convenience stores

THIS AMENDMENT NO. 3 TO AREA LICENSE AGREEMENT (the “3rd Amendment”) is effective the 20th day of August, 2008 (the “Effective Date”) by and between Southwest Convenience Stores, LLC, a limited liability company duly organized and existing under the laws of the State of Texas (“Licensee”), and 7-Eleven, Inc. a corporation organized and existing under the laws of the State of Texas (“SEI”).

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DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AMENDMENT TO AREA LICENSE AGREEMENT AND CONSENT TO ASSIGNMENT
Area License Agreement • December 28th, 2009 • Alon Brands, Inc. • Retail-convenience stores

This Amendment to Area License Agreement and Consent to Assignment (“Agreement”) is made and entered into this 20th day of December, 1996, by and between THE SOUTHLAND CORPORATION (“Licensor”) and PERMIAN BASIN INVESTMENTS, INC., d/b/a SOUTHWEST CONVENIENCE STORES, INC. (“SCS, Inc.”).

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FIRST AMENDMENT TO FUEL SALES AND LICENSING AGREEMENT
Fuel Sales and Licensing Agreement • November 15th, 2010 • Alon Brands, Inc. • Retail-convenience stores

This First Amendment to Fuel Sales and Licensing Agreement between Alon USA, LP (“Alon”) and Alon Brands, Inc. (“Brands”), dated November 15, 2010 (this “Amendment”), amends that certain Fuel Sales and Licensing Agreement by and between Alon and Brands, dated as of November 1, 2009 (the “Agreement”).

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 30, 2010, by and among SOUTHWEST CONVENIENCE STORES, LLC and SKINNY’S, LLC, as the Borrowers, and GTS LICENSING COMPANY, INC., as a Subsidiary Guarantor the Lenders referred to herein, as...
Credit Agreement • April 15th, 2011 • Alon Brands, Inc. • Retail-convenience stores • Texas

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 30, 2010, by and among SOUTHWEST CONVENIENCE STORES, LLC, a Texas limited liability company (“Southwest”), SKINNY’S, LLC, a Texas limited liability company (“Skinny’s” and, together with Southwest, each a “Borrower” and collectively the “Borrowers”), GTS LICENSING COMPANY, INC., a Texas corporation (“GTS”), the additional Subsidiaries of any Borrower who may become a party to this Agreement from time to time pursuant to the terms hereof, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders party hereto, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

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DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AMENDMENT NO. 2 TO AREA LICENSE AGREEMENT
Area License Agreement • December 28th, 2009 • Alon Brands, Inc. • Retail-convenience stores

WHEREAS, Southwest Convenience Stores, Inc. (“SCS”) and The Southland Corporation (“Southland”) entered into that certain Area License Agreement dated as of June 2, 1993, (the “Agreement”), covering certain parts of the State of Texas (the “Licensed Territory” — as therein defined); and

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 6th, 2011 • Alon Brands, Inc. • Retail-convenience stores • Delaware

This Registration Rights Agreement (the “Agreement”) is made and entered into as of __________, 2011, by and between Alon Brands, Inc., a Delaware corporation (the “Company”), and Alon USA, LP, a Texas limited partnership (the “Holder”).

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DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FUEL SALES AND LICENSING AGREEMENT between ALON BRANDS, INC. and ALON USA, LP
Fuel Sales and Licensing Agreement • December 28th, 2009 • Alon Brands, Inc. • Retail-convenience stores

This Fuel Sales and Licensing Agreement (this “Agreement”) is made and entered into this 1st day of November 2009, by and between Alon USA, LP, a Texas limited partnership (“Alon”), and Alon Brands, Inc., a Delaware corporation (“Brands”).

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EXHIBIT 10.13 PREMISES LEASE SOUTHWEST CONVENIENCE STORES, LLC, ("Lessor") and SCS Beverage, Inc., ("Lessee") agree: 1. The licenses premises for each of the liquor licenses shown on Exhibit A are located in the State of New Mexico. Lessor is the...
Premises Lease • April 15th, 2011 • Alon Brands, Inc. • Retail-convenience stores • New Mexico
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DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AREA LICENSE AGREEMENT
Area License Agreement • December 28th, 2009 • Alon Brands, Inc. • Retail-convenience stores • Southland

THIS AREA LICENSE AGREEMENT (this “Agreement”) is made and entered into by and between Southwest Convenience Stores, Inc., a Texas corporation (“Licensee”), and The Southland Corporation, a Texas corporation (“Southland”).

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FORM OF TAX MATTERS AGREEMENT BETWEEN ALON USA ENERGY, INC. AND ALON BRANDS, INC.
Tax Matters Agreement • April 6th, 2011 • Alon Brands, Inc. • Retail-convenience stores • Texas

This Tax Matters Agreement (this “Agreement”), dated to be effective as of the Closing Date of the IPO (as defined below), is made between Alon USA Energy, Inc., a Delaware corporation (“Alon USA”), and Alon Brands, Inc., a Delaware corporation (“Brands”).

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FORM OF MASTER AGREEMENT BETWEEN ALON USA ENERGY, INC. AND ALON BRANDS, INC. Dated as of __, 2011
Master Agreement • April 6th, 2011 • Alon Brands, Inc. • Retail-convenience stores • Texas

This MASTER AGREEMENT, dated as of __, 2011 (this “Agreement”), is made between Alon USA Energy, Inc., a Delaware corporation (“Alon USA”), and Alon Brands, Inc., a Delaware corporation and, as of the date hereof, an indirect subsidiary of Alon USA (“Brands”). Certain capitalized terms used in this Agreement are defined in Section 1.1 and the definitions of the other capitalized terms used in this Agreement are cross-referenced in Section 1.2.

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