Indebtedness

Debt consisted of the following:



	June 30, 2011			December 31, 2010
Term loan credit facility	$	427,500		$	429,750
Revolving credit facilities	327,618			185,120
Senior secured notes	208,315			207,378
Retail credit facilities	110,053			94,057
Total debt	1,073,486			916,305
Less current portion	(136,153		)	(11,512		)
Total long-term debt	$	937,333		$	904,793

Alon Brands Term Loans. In March 2011, Alon Brands issued $30,000 five-year unsecured notes (the "Alon Brands Term Loans") to a group of investors including certain shareholders of Alon Israel and their affiliates. The notes will mature in March 2016. The group of investors have the right to request that principal payments of the loan will be paid in four equal, consecutive annual payments, starting in March 2013. Otherwise, the principal amount will be paid at the maturity date in March 2016.

Borrowings under the Alon Brands Term Loans bear interest at a rate of 7% per annum, payable on a semi-annual basis, provided that the interest rate will increase to 9% per annum solely with respect to the portion of the loan equal to the unexercised portion of the warrants described below.

The Alon Brands Term Loans contain certain restrictive covenants, including maintenance financial covenants.

In conjunction with the issuance of the notes, Alon issued 3,092,783 warrants to purchase shares of Alon USA Energy common stock at an initial exercise price per share of $9.70. The warrants are exercisable in whole or in part until March 2016, five years from the date of issuance.

At June 30, 2011, the Alon Brands Term Loan had an outstanding balance of $19,369 (net of unamortized discount). Alon is utilizing the effective interest method to amortize the discount over the life of the facility.

Paramount Petroleum Revolving Credit Facility. Paramount Petroleum Corporation has a $300,000 revolving credit facility (the “Paramount Credit Facility”) that will mature on February 28, 2012. The Paramount Credit Facility can be used both for borrowings and the issuance of letters of credit subject to a limit of the lesser of the facility or the amount of the borrowing base under the facility.

Borrowings under the Paramount Credit Facility bear interest at the Eurodollar rate plus a margin based on excess availability. Based on the excess availability at June 30, 2011, the margin was 1.75%.

Borrowings of $124,617 which are included in current portion of long-term debt, and $63,120 were outstanding under the Paramount Credit Facility at June 30, 2011 and December 31, 2010, respectively. At June 30, 2011 and December 31, 2010, outstanding letters of credit under the Paramount Credit Facility were $60,967 and $1,250, respectively.

Financial Covenants. Alon has certain credit facilities that contain restrictive covenants, including maintenance financial covenants. At June 30, 2011, Alon was in compliance with these covenants.