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Management And Consulting Agreement

This is an actual contract by Alon USA Energy,.

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Sectors: Utilities
Governing Law: Delaware, View Delaware State Laws
Effective Date: August 01, 2003
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This MANAGEMENT AND CONSULTING AGREEMENT, dated as of August 1, 2003 (the "Agreement"), is made by and among Alon USA, Inc., a Delaware corporation (the "Company"), Alon Israel Oil Company, Ltd., a limited liability company formed under the laws of Israel ("Alon Israel") and Alon USA Energy, Inc., a Delaware corporation ("Alon Energy") (Alon Israel and Alon Energy are hereinafter collectively referred to as the "Consultants").


WHEREAS, Alon Israel is a prominent retailer of petroleum based products in Israel where it operates fuel stations and commercial centers with gas stations; and

WHEREAS, Alon Energy is a wholly owned subsidiary of Alon Israel; and

WHEREAS, the management personnel of both Alon Israel and Alon Energy have significant expertise and skill in all aspects of the petroleum industry, including but not limited to marketing, developing new store designs, structuring transactions, implementing new technologies, developing franchising programs and joint venture relationships, and maximizing the safety and efficiency of petroleum refineries, pipelines and terminals; and

WHEREAS, the Company desires to retain the services of the Consultants and to call on the skills and expertise of the Consultants to assist and consult the company in multiple aspects of its business and operations, as more particularly described herein; and

WHEREAS, the Consultants desire to provide such services to the Company in consideration for the fees to be paid to the Consultants as described herein;

NOW, THEREFORE, in consideration of mutual covenants and agreements set forth herein and in reliance upon the representations contained herein, the parties hereto covenant and agree as set forth herein:



Section 1.1 Appointment. The Company hereby designates and hires the Consultants to provide management consulting and financial services to the Company as provided herein (the "Services"). The Consultants hereby agree to provide the Services for the consideration and subject to the other terms and conditions of this Agreement.

Section 1.2 Services of The Consultants. The Consultants shall make reasonably available to the Company the services of their employees and officers to assist and interact with management of the Company regarding policy initiatives, financial planning and strategic planning relating to the ongoing operations of the Company, including the ongoing implementation thereof, and to perform such other services as mutually agreed upon from time to

time by the Company and the Consultants. Without limiting the generality of the foregoing, the Services shall include:

(a) Assisting the Company in the strategic planning of the Company's long-term goals, including the preparation of the Company's annual business plan and budget;

(b) Assisting the Company in its compliance with all reporting, administrative and regulatory compliance obligations imposed by statute or regulations and any reporting or other administrative obligations imposed by any trade associations of which the Company is a member;

(c) Advising the Company regarding the selection, management and evaluation of the Company's officers and key employees and assisting the Company in identifying the Company's employment needs;

(d) Advising the Company regarding the retention of and performance review of attorneys, accountants and other professionals retained by the Company;

(e) Assisting and advising the Company in identifying and implementing new technologies and plant modifications to improve production and efficiencies;

(f) Consulting the Company regarding the design, construction and location of petroleum service stations and convenience stores and adjacent commercial facilities;

(g) Consulting the Company regarding implementing, at the Company's service stations in the U.S., Alon Israel's ring technology and cell technology for increasing the speed, efficiency and convenience of refueling by customers;

(h) Assisting the Company in identifying new markets and analyzing the risks and benefits of entering such markets;

(i) Assisting and advising the Company in identifying and implementing new marketing strategies, promotions and techniques;

(j) Advising the Company regarding franchising opportunities and other methods of expanding the presence of the Fina brand in existing and emerging market areas;

(k) Assisting the Company in identifying opportunities for and negotiating joint ventures relating to both the petroleum refining and retail/service station sectors of the Company's business;

(l) Advising the Company regarding the strategic growth of the Company, including identifying businesses and assets for possible acquisition and assisting in the negotiation of such acquisitions; and

(m) Analyzing the capitalization and debt structure of the Company, recommending sources of financing and assisting the Company in negotiating new and existing credit facilities and other financings.


Section 1.3 Limitations. The Services are specifically limited by the following:

(a) The Services shall be limited to consulting and advising the Company's management in the foregoing matters and shall not include the general management of the ordinary business operations of the Company.

(b) The Services shall not require any employee of the Consultants to perform any part of the Services within the State of Texas. The parties acknowledge that the Consultants do not conduct any part of their business in the State of Texas and no provision of this Agreement shall be interpreted as requiring the Consultants to perform any Services or any other acts which would constitute doing business in the State of Texas.

(c) In performance of the Services, the Consultants are not the agents or employees of the Company, will not be responsible for any management decisions on behalf of the Company and do not have the authority to bind the Company to any agreement, understanding or commitment of any kind.

Section 1.4 Consultant Personnel. All personnel provided by the Consultants hereunder shall remain the employees of the Consultants and shall not be the employees or agents of the Company.

Section 1.5 Key Employees and Officers. The value placed on the experience and knowledge of the Consultants' key employees and officers is among the principal factors motivating the Company to enter into this Agreement. Accordingly, the Consultants shall make every effort to make their key employees and officers available for the performance of the Services. In the event that such key employees and officers are not available, the Consultants shall make every effort to provide the services of consultants with appropriate credentials and experience.

Section 1.6 Cooperation and Access to Information. The Company shall provide the Consultants with access to the appropriate information pertaining to the Company and its business that is necessary and appropriate for the Consultants' performance of their obligations hereunder. The Company shall make its management and employees reasonably available to the Consultants as may be required by the Consultants in the performance of their obligations
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