FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.28

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

     This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “ Amendment ”), dated as of December 18, 2008, among ALON REFINING KROTZ SPRINGS, INC. (the “ Company ”), as a Borrower, ALON REFINING LOUISIANA, INC. (“ Holdings ”), and BANK OF AMERICA, N.A. (“ Bank of America ”), as Agent and a Lender. Unless otherwise defined in this Amendment, all initially capitalized terms and phrases wherever used in this Amendment shall have the respective meanings given to them in the Loan Agreement (as defined below), as amended hereby.

RECITALS :

     A. WHEREAS, the Company, each other party joined thereto as a Borrower from time to time, Holdings, the Lenders party thereto from time to time, and the Agent executed that certain Loan and Security Agreement dated as of July 3, 2008 (as amended, supplemented, or otherwise modified from time to time, the “ Loan Agreement ”), pursuant to which the Lenders have agreed to make available to the Borrowers a revolving line of credit; and

     B. WHEREAS, the Company, Holdings, the Lenders, and the Agent desire that the Loan Agreement be amended in certain respects in accordance with the terms of this Amendment.

     NOW, THEREFORE, in consideration of the premises and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1.  Recitals . The foregoing Recitals are accurate and are incorporated herein and made a part hereof for all purposes.

     2.  Amendments to Loan Agreement . Subject to the terms and conditions set forth herein, as of the First Amendment Effective Date (as defined below), the Loan Agreement is hereby amended as follows:

               (a)  Amendment of Certain Definitions Appearing in Section 1.1 of the Loan Agreement . The following definitions appearing in Section 1.1 of the Loan Agreement are hereby amended and restated in their entirety as follows:

“ Applicable Margin : with respect to any Type of Loan or the Unused Line Fee, the margin set forth below, as determined by the Fixed Charge Coverage Ratio for the last Four Quarter Period:

Until the date of receipt by the Agent of the quarterly financial statements delivered for the Fiscal

Quarter ending December 31, 2008, the Applicable Margins shall be determined as if Level II were applicable. Thereafter, the margins shall be subject to increase or decrease upon receipt by Agent pursuant to Section 10.1.4 of the financial statements and corresponding Compliance Certificate for the last Fiscal Quarter, which change shall be effective on the first day of the calendar month following receipt. If, by the first day of a month, any financial statements and Compliance Certificate due in the preceding month have not been received, then the margins shall be determined as if Level IV were applicable, from such day until the first day of the calendar month following actual receipt.”

“ Borrowing Base : on any date of determination, an amount equal to the lesser of:

     (a) the aggregate amount of Revolver Commitments, minus the LC Obligations; and

     (b) the difference of:

(i) the sum of

     (A) (1) 90% of the Net Amount of Eligible Major Accounts and (2) 85% of the Net Amount of Eligible Other Accounts; provided , that each such percentage shall be reduced by .1% for each .1 percentage point that the Dilution Percent exceeds 2.5%, plus

     (B) 85% of the sum of (1) Eligible Petroleum Inventory and (2) Eligible Petroleum Inventory in Transit; plus

     (C) 80% of the DOE Contract Value, such advance rate to be reduced by 5% per week beginning January 2, 2009, with such a reduction continuing on each Friday thereafter until February 1, 2009. Upon the earlier to occur of (i) February 1, 2009, and (ii) termination or modification of the Crack Spread Hedge Agreement resulting in the Company or Holdings receiving not less than $25,000,000 or any Obligor receiving subordinated debt or a capital contribution of not less than $25,000,000, the advance rate under this subsection (b)(i)(C) shall be reduced to 0.0%; plus

     (D) 100% of Eligible Cash, plus

     (E) 95% of Eligible Investments, plus

     (F) 100% of the amount available to be drawn by the Agent on the Supporting Letter of Credit; plus

     (G) 100% of Paid but Unexpired Letters of Credit; minus

(ii) the Availability Reserve;

provided , that no Accounts or Petroleum Product acquired in an Acquisition consummated by any Obligor after the Closing Date shall be included in any calculation of the Borrowing Base until completion of all field exams, appraisals, audits and other evaluation of Collateral in a manner and with results acceptable to Agent.”

          (b) Addition of Certain Definitions to Section 1.1 of the Loan Agreement . The following definitions are hereby added to Section 1.1 of the Loan Agreement in proper alphabetical order as follows:

“ DOE Contract Value : On any date of determination, the decrease, if any, in the cost of the exchange oil plus premium barrels, determined on a Marked-to-Market Basis as set forth in Schedule 1.2 of the Loan Agreement, under those certain Department of Energy Oil Exchange Agreements (DE-FE 93008, DE-FE 92300, DE-FE 93003, DE-FE 93006 and DE-FE 93010) (collectively “ DOE Contracts ”) between the date of each such DOE Contract and the date of determination.”

          (c) Reduction of Revolver Commitment . Schedule 1.1 of the Loan Agreement is hereby modified by deleting “$400,000,000” and replacing it with “$300,000,000”; provided that if the Revolver Commitment is fully syndicated (with Bank of America’s hold, in its capacity as a Lender, at no more than $50,000,000), the Revolver Commitment may be increased above $300,000,000 to a maximum of $400,000,000 if Agent receives commitments from new or existing Lenders to increase the Revolver Commitment. All Lenders must be reasonably acceptable to Agent.

          (d) Amendment of Section 8.1 of the Loan Agreement . Section 8.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“ 8.1 Borrowing Base Certificates . The Borrowers shall deliver to the Agent (a) if no Low Availability Period is in effect, then on or before the 15th day of each month, a Borrowing Base Certificate as of the end of the previous month, or (b) if a Low Availability Period is in effect, then on each Tuesday of each week for the period ending Friday of the immediately prior week, a Borrowing Base Certificate as of the end of such prior week, together with such additional Borrowing Base Certificates as and when requested by t