Exhibit 10.24
 
 AMENDMENT AND WAIVER
 Dated as of February 24, 2011
 among
 ALON USA ENERGY, INC.
as Borrower
 and
 ISRAEL DISCOUNT BANK OF NEW YORK,
as Lender
 
 To the Line Letter
dated as of March 9, 2010




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AMENDMENT AND WAIVER ALON USA ENERGY, INC. Borrower ISRAEL DISCOUNT BANK OF NEW YORK Lender
 R E C I T A L S
 Line Letter Note
 Interest Coverage Ratio Default Funded Debt/EBITDA Default No Losses Default
  NOW, THEREFORE
 SECTION 1. Terms .
 SECTION 2. Waiver of Interest Coverage Ratio Default .
 SECTION 3. Waiver of Funded Debt/EBITDA Default .
 SECTION 4. Waiver of No Losses Covenant .
 SECTION 5. Amendments .
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1.
    
    Interest Coverage Ratio. The Borrowers Interest Coverage
Ratio shall be no less than (i) 0.8 to 1.0, for the fiscal quarter ending March
31, 2011; (ii) 1.25 to 1.0, for the fiscal quarter ending June 30, 2011; (iii)
1.25 to 1.0, for the fiscal quarter ending September 30, 2011; and (iv) 1.25 to
1.0 for each fiscal quarter ending on and after December 31, 2011, in each case
for the purposes of this subsection (iv), for the four consecutive fiscal
quarters ended on such date. The Interest Coverage Ratio shall be tested in
each case within 45 days after the end of each fiscal quarter and within 90
days after fiscal year end. The term Interest Coverage Ratio shall
mean and include, with respect to the fiscal period of the Borrower, the ratio
of (a) EBITDA for such period to (b) interest expenses for such period.
(EBITDA shall mean earnings before minority interest, interest, taxes,
depreciation and amortization plus cash proceeds not otherwise included in net
income less cash expenses not included in net income plus extraordinary or
unusual non-cash losses.
  2.
    
    Funded Debt/EBITDA. As of March 31, 2011, the Borrowers ratio of
Funded Debt to four times EBITDA for the single fiscal quarter ending on March 31, 2011
shall not exceed 16 to 1.0. As of June 30, 2011, the Borrowers ratio of Funded Debt
to four times EBITDA for the single fiscal quarter ending on June 30, 2011 shall not
exceed 8 to 1.0. As of September 30, 2011, the Borrowers ratio of Funded Debt to four
times EBITDA for the single fiscal quarter ending on September 30, 2011 shall not
exceed 4.5 to 1.0. As of December 31, 2011, the Borrowers ratio of Funded Debt to
four times EBITDA for the single fiscal quarter ending on December 31, 2011 shall not
exceed 4.5 to 1.0. As of March 31, 2012 and thereafter, the Borrowers ratio of Funded
Debt to EBITDA, as of the last day of each fiscal quarter ending March 31, 2012 and
thereafter, for the four fiscal quarters ending on the last day of such fiscal quarter,
shall not exceed 4.5 to 1.0. The Funded Debt/EBITDA ratio shall, in each case, be
tested within 45 days after the end of each fiscal quarter and within 90 days after
fiscal year end. The term Funded Debt shall mean all outstanding indebtedness for
borrowed money of Borrower evidenced by a written instrument (including, but not
limited to notes, and bankers acceptances).
  4.
    
    No Losses. Borrower shall not incur a net loss on a
combined basis in any fiscal quarter determined for Borrower and its
subsidiaries on a consolidated basis commencing with the fourth fiscal quarter
of 2011 and thereafter. 
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5.
    
    Covenant Compliance. If Borrower shall not be
in compliance with financial covenants listed above for any fiscal quarter,
then the interest rate and the standby L/C Fee shall each increase by 0.5% per
annum, until compliance is achieved in subsequent quarters. If Borrower shall
not be in compliance with (i) No Losses covenant for one quarter or (ii) any
other financial covenants for two consecutive quarters, then the Maximum Credit
Amount shall be the lesser of (i) $30,000,000.00 or (ii) the value of the
Collateral.
  (v)
    
    issuing cash dividends or distributions at any time
after the occurrence of or during the continuance of an Event of
Default, it being understood that, at all times, Borrower shall provide
to IDB a pro-forma certificate prior to any major distribution.
 (f)
    
    The definition of Margin in the Note is hereby amended and
restated in its entirety as set forth below (and the references to margin in
the Line Letter shall be deemed to be amended accordingly in the same manner):
 The term Margin shall mean, (A) as of October 31, 2010, (i) three hundred
fifty basis points (350 bps) for LIBOR Advances and (ii) one hundred fifty
basis points (150 bps) for Prime Rate Advances or (B) from and after the
date Borrower achieves and continues to achieve compliance with all of its
financial covenants in any particular fiscal quarter, (i) three hundred
basis points (300 bps) for LIBOR Advances and (ii) one hundred basis points
(100 bps) for Prime Rate Advances.
 (h)
    
    Schedule 1 of the Line Letter is hereby amended so that the SBLC
(L/C Fee) amount (A) as of October 31, 2010, shall be 3.0% per annum or (B)
from and after the date Borrower achieves and continues to achieve compliance
with all of its financial covenants in any particular fiscal quarter commencing
March 31, 2011 and thereafter, shall be 2.5% per annum.
 SECTION 4. Documentation . Documentation Fee
 SECTION 5. Representations and Warranties.
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SECTION 6. Conditions to Effectiveness . Effective Date
   SECTION 7. Applicable Law .
 SECTION 8. Reference to and Effect on the Documents .
 SECTION 9. Counterparts and Closing
 [Remainder of page intentionally blank.]
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IN WITNESS WHEREOF,
 BORROWER:
ALON USA ENERGY, INC.By:
    /s/ Shai EvenName:
    Shai EvenTitle:
    Senior Vice President and CFOLENDER:
ISRAEL DISCOUNT BANK OF NEW YORKBy:
    /s/ Howard WeinbergName:
    Howard WeinbergTitle:
    First Senior Vice PresidentBy:
    /s/ Itai ZalutzkiName:
    Itai ZalutzkiTitle:
    Assistant Vice President