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Exhibit 10.37
 FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 Amendment Borrower Lenders Agent
 Credit Agreement
 BAS
    Section 1.1 Definitions
   Section 2.1 Amended Cover Page Exhibit A
 Section 2.2 Schedule A-1 Schedule A-1 Schedule A-1
 Section 2.3 Bank Products
 1




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Bank Products
 Section 2.4 Amendment to Section 1.4 Section 1.4
 Bank Products Section 7.25 provided however
 Section 2.5 Amendment to Section 3.7 Section 3.7
 3.7 Apportionment, Application and Reversal of Payments Section 2.6 Section 11.1(b) first second third fourth
 2




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fifth sixth seventh eighth Section 4.4
 Section 2.6 Amendment to Section 12.20 Section 12.20
 Co-Agents
  
 Section 3.1 Definitions Article III Assignor Assignee
 Section 3.2 Assignment and Acceptance
 Article III
 3




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Article III Assigned Share
 Schedule A-1 Schedule A-1 provided however Sections 3.8 4.1(b) 13.11
 Schedule A-1
  Section 3.3 Payments Section 11.2(b)
 Section 3.4 Reallocation of Payments
 Section 3.5 Independent Credit Decision
 4




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Section 3.6 Withholding Tax
 Section 3.7 Representations and Warranties
   5




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Sections 12.21(a) (b)
 Section 3.8 Further Assurances
 Section 3.9 Miscellaneous
 Section 3.10 New Notes Schedule A-1
   Section 4.1 Acknowledgment of the Borrower; Representations and Warranties
  6




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Section 4.2 Loan Documents Unmodified mutatis mutandis
 Section 4.3 Parties, Successors and Assigns
 Section 4.4 Counterparts
 Section 4.5 EFFECT OF WAIVER
 7




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Section 4.6 Headings
 Section 4.7 Expenses of Agent and BAS
 Section 4.8 Choice of Law; Jury Trial Waiver Section 13.3
 Section 4.9 Total Agreement
  8




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Borrower and the other Obligated Parties:PARAMOUNT PETROLEUM CORPORATIONBy:
Name:
Title:
    
    /s/ Shai Even
Shai Even
Vice President and Chief Financial OfficerPARAMOUNT PETROLEUM CORPORATION OF ARIZONA, INC.By:
Name:
Title:
    
    /s/ Shai Even
Shai Even
Vice President and Chief Financial OfficerPARAMOUNT OF OREGON, LLCBy:
Name:
Title:
    
    /s/ Shai Even
Shai Even
Vice President and Chief Financial OfficerPARAMOUNT OF WASHINGTON, LLCBy:
Name:
Title:
    
    /s/ Shai Even
Shai Even
Vice President and Chief Financial OfficerEDGINGTON OIL COMPANY, LLCBy:
Name:
Title:
    
    /s/ Shai Even
Shai Even
Vice President and Chief Financial OfficerALON ASPHALT BAKERSFIELD, INC.By:
Name:
Title:
    
    /s/ Shai Even
Shai Even
Vice President, Treasurer and Chief Financial Officer
 Signature
Pages




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Agent and Lenders:BANK OF AMERICA, N.A.,
as Agent and as a LenderBy:
Name:
Title:
    
    /s/ Kevin R. Kelly
Kevin R. Kelly
Senior Vice President
 Signature
Pages




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GENERAL ELECTRIC CAPITAL CORPORATIONBy:
Name:
Title:
    
    /s/ Rebecca A. Ford
Rebecca A. Ford
Duly Authorized Signatory
 Signature
Pages




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WELLS FARGO FOOTHILL, LLCBy:
Name:
Title:
    
    /s/ Dennis King
Dennis King
Vice President
 Signature
Pages




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BNP PARIBASBy:
Name:
Title:
    
    /s/ Jordan Nenoff
Jordan Nenoff
DirectorBy:
Name:
Title:
    
    /s/ Keith Cox
Keith Cox
Managing Director
 Signature
Pages




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THE CIT GROUP/BUSINESS CREDIT, INC.By:
   Name:
   Title:
    
    /s/ Matthew DeFranco
Matthew DeFranco
Assistant Vice President
 Signature
Pages




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PNC BANK, NATIONAL ASSOCIATIONBy:
Name:
Title:
    
    /s/ Gregory J. Hall
Gregory J. Hall
Vice President
 Signature
Pages




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WACHOVIA CAPITAL FINANCE 
CORPORATION (WESTERN)By:
Name:
Title:
    
    /s/ D. B. Laughton
D. B. Laughton
Managing Director
 Signature
Pages




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ALLIED IRISH BANKS, p.l.cBy:
Name:
Title:
    
    /s/ Martin Chin
Martin Chin
Senior Vice President
 Signature
Pages




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SIEMENS FINANCIAL SERVICES, INC.By:
Name:
Title:
    
    /s/ Mark J. Picillo
Mark J. Picillo
Vice President
 Signature
Pages




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Agreements
 ALON PARAMOUNT HOLDINGS, INC.By:
Name:
Title:
    
    /s/ Shai Even
Shai Even
Vice President, Treasurer and Chief
Financial Officer