Exhibit
10.2

    
       

      EXECUTION COPY

      


      THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

      


      THIS THIRD AMENDMENT TO REVOLVING
CREDIT AGREEMENT (this “Amendment”) is made
and entered into as of November 24, 2009, by and among WESTERN REFINING, INC., a Delaware
corporation (the “Borrower”), EACH LENDER SIGNATORY HERETO,
and BANK OF AMERICA,
N.A., as the administrative agent for the Lenders (in such capacity, the “Administrative
Agent”), Swing Line Lender, L/C Issuer and a Lender.

      


      W I T N E S S E T
H:

      


      WHEREAS, the Administrative
Agent, the lenders from time to time party thereto (collectively, the “Lenders” and
individually, each, a “Lender”) and the
Borrower are parties to that certain Revolving Credit Agreement dated as of May
31, 2007, as amended by that certain First Amendment to Revolving Credit
Agreement dated as of June 30, 2008, and that certain Second Amendment to
Revolving Credit Agreement dated as of May 29, 2009 (the “Credit Agreement”;
capitalized terms used herein but not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement);

      


      WHEREAS, the Borrower has
requested that certain terms of the Credit Agreement be amended in the manner set forth
herein;

      


      WHEREAS, the Administrative
Agent and the Required Lenders, subject to the terms and conditions contained
herein, have agreed to such amendments, to be effective as of the Third
Amendment Effective Date (as defined below); and

      


      WHEREAS, the Borrower, the
Administrative Agent and the Required Lenders acknowledge that the terms of this
Amendment constitute an amendment and modification of, and not a novation of,
the Credit Agreement.

      


      NOW, THEREFORE, in
consideration of the mutual covenants and the fulfillment of the conditions set forth
herein, the parties hereby agree as follows:

      


      1. Definitions. From and
after the Third Amendment Effective Date, the term “Credit Agreement” or
“Agreement” (as
the case may be), as used herein, in the Credit Agreement and in the other Loan
Documents, shall mean the Credit Agreement as hereby amended and modified, and
as further amended, restated, modified, replaced or supplemented from time to
time as permitted thereby.

      


      2. Amendments to the Credit
Agreement. Subject to the terms hereof and upon satisfaction of the
conditions set forth in Section 5 hereof,
effective as of the Third Amendment Effective Date (defined below) (or as of the
Cash Dominion Date (defined below) with respect to the addition of new Section 2.14(f)), the
Credit Agreement is hereby amended as follows:

      


      (a)  The
pricing grid in the definition of “Applicable Rate” set
forth in Section 1.01
of the Credit Agreement (Defined Terms) is amended in its entirety to
read as follows:


       

       

       

      
 

      
        
          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

      

      
        
          
          

        

        
          Page
1

          
            

          

        

        
          
          

        

      

       

      
        
          
            	  “Applicable
  Rate
	 
      	 
      	 
      	 	 
      	 
      	
                    Eurodollar

                  	 
      	 
      
	 
      	 
      	 
      	 	 
      	 
      	
                    Rate

                  	 
      	 
      
	
                    Pricing

                  	 
      	
                    Consolidated

                  	 	
                    Commitment

                  	 
      	
                    Letters
      of

                  	 
      	
                    Base

                  
	
                    Level

                  	 
      	
                    Leverage
      Ratio

                  	 	
                    Fee

                  	 
      	
                    Credit

                  	 
      	
                    Rate

                  
	
                    1

                  	 
      	
                    <
      4.0

                  	 	
                    0.50%

                  	 
      	
                    3.75%

                  	 
      	
                    2.75%

                  
	
                    2

                  	 
      	
                    > 4.0 but <
      5.0

                  	 	
                    0.50%

                  	 
      	
                    4.00%

                  	 
      	
                    3.00%

                  
	
                    3

                  	 
      	
                    > 5.0 but <
      5.5

                  	 	
                    0.50%

                  	 
      	
                    4.25%

                  	 
      	
                    3.25%

                  
	
                    4

                  	 
      	
                    > 5.5

                  	 	
                    0.50%

                  	 
      	
                    4.50%

                  	 
      	
                    3.50%”

                  


          

        

      

      
        
        

        


        The
Pricing Level in effect on the Third Amendment Effective Date through the date
of the first adjustment thereof shall be Pricing Level 2.

        


        (b) The
definition of “Base
Rate” set forth in Section 1.01 of the
Credit Agreement (Defined Terms) is amended in its entirety to read as
follows:

        


        ‘“Base Rate’ means for
any day a fluctuating rate per annum equal to the highest of (a) the Federal
Funds Rate plus
1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced
from time to time by Bank of America as its “prime rate,” and (c)
the ‘BBA LIBOR’
for a 30-day interest period (as determined on such day) plus 1%. The ‘prime rate’ is a rate
set by Bank of America based upon various factors including Bank of America’s
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above,
or below such announced rate. Any change in such rate announced by Bank of
America shall take effect at the opening of business on the day specified in the
public announcement of such change. The ‘BBA LIBOR’ has the
meaning given such term in the definition of ‘Eurodollar
Rate’.”


        


        (c) The
first paragraph of the definition of “Consolidated EBITDA”
set forth in Section
1.01 of the Credit Agreement (Defined Terms) is amended by adding
new clauses (a)(iv)
and
(a)(v), and new
clause (b), so that this definition now reads in its entirety as follows:


        


        “‘Consolidated EBITDA’
means, for any period of one or more fiscal quarters, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus (a) the
following to the extent deducted in calculating such Consolidated Net Income
(without duplication): (i) Consolidated Interest Charges for such period, (ii)
the provision for Federal, state, local and foreign income taxes payable by the
Borrower and its Subsidiaries for such period, (iii) depreciation and
amortization expenses, (iv) non-cash compensation expenses and charges, (v)
charges for the shutdown of the Bloomfield Refinery not paid in cash during such
period (collectively, the “Bloomfield
Expenses”), (vi) maintenance turnaround expenses incurred by the Borrower
and its Subsidiaries during such period in an aggregate amount not to exceed
$25,000,000, and (vii) other non-recurring expenses of the Borrower and its
Subsidiaries reducing such Consolidated Net Income which do not represent a cash
item in such period or any future period, and minus (b) the
following: (i) cash payments with respect to Bloomfield Expenses on account of
charges taken in a prior period, and (ii) non-cash items increasing Consolidated
Net Income for such period.”

         

         

        

          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            Page
2

            
              

            

          

          
            
            

          

        

         

        (d) The definition of “Consolidated Interest
Charges” set forth in Section 1.01 of the
Credit Agreement (Defined Terms) is hereby amended by revising clause (d) thereof to
read as follows:


        


        “(d) cash
dividends to holders of preferred stock (including Convertible Preferred
Securities).”

        


        (e) The
proviso in the definition of “Consolidated Interest
Coverage Ratio” set forth in Section 1.01 of the
Credit Agreement (Defined Terms) is hereby amended in its entirety to read as
follows:

        


        “provided, however,
that for the fiscal quarter ending June 30, 2010, the ratio shall be calculated
for the period of two consecutive fiscal quarters ending on such date, and for
the fiscal quarter ending September 30, 2010, the ratio shall be calculated for
the period of three consecutive fiscal quarters ending on such
date.”


        


        (f) The
following definition of “Convertible Preferred
Securities” is hereby added alphabetically to Section 1.01 of the
Credit Agreement (Defined Terms):

        


        “‘Convertible Preferred
Securities’ means preferred stock issued by the Borrower that is
convertible into shares of common stock of the Borrower.”

        


        (g) The
following definition of “Dominion Account” is
hereby added alphabetically to Section 1.01 of the
Credit Agreement (Defined Terms):

        


        “‘Dominion Account’
means a special account established by the Borrower or another Loan Party at
Bank of America or another bank reasonably acceptable to the Administrative
Agent, over which the Administrative Agent has exclusive control for withdrawal
purposes; and collectively, the ‘Dominion Accounts’.”


        


        (h) Clause (g) of the
definition of “Indebtedness” in
Section 1.01 of
the Credit Agreement (Defined Terms) is hereby amended by adding the following
prior to “and” at the end thereof:

        


        “provided, however,
that neither Convertible Preferred Securities nor obligations to make dividend
payments in respect of Convertible Preferred Securities shall be deemed
Indebtedness;”.

        


        (i) The
definition of “Loan
Documents” set forth in Section 1.01 of the
Credit Agreement (Defined Terms) is hereby amended in its entirety to read as
follows:

        


        “‘Loan Documents’ means
this Agreement, each Note, each Issuer Document, the Collateral Documents, the
Intercreditor Agreement, the Fee Letter and any other agreement or instrument
signed by the Borrower or another Loan Party that states by its terms that it is
a ‘Loan Document’.”

        


        (j) The
following definition of “Qualifying Refinery
Hydrocarbon Inventory” is hereby added alphabetically to Section 1.01 of the
Credit Agreement (Defined Terms):

        


        “‘Qualifying Refinery
Hydrocarbon Inventory’ means at any time of determination, an amount
equal to Eligible Refinery Hydrocarbon Inventory

         

         

         

        

          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            Page
3

            
              

            

          

          
            
            

          

        

         

        (except for (x) Eligible Refinery Hydrocarbon Inventory at the
Borrower’s and its Subsidiaries’ service stations and cardlocks, and (y) Statoil
Commingled Inventories) at such time minus the Rent and
Charges Reserve (if any) at such time.”


        


        (k) The
following definition of “Rent and Charges
Reserve” is hereby added alphabetically to Section 1.01 of the
Credit Agreement (Defined Terms):

        


        “‘Rent and Charges
Reserve’ means an amount equal to the aggregate of (a) all past due rent,
storage, transportation, terminaling and other amounts owing by a Loan Party to
any landlord, warehouseman, terminal owner or operator, pipeline, processor,
repairman, mechanic, shipper, freight forwarder, broker or other Person who
possesses any Eligible Refinery Hydrocarbon Inventory or could assert a Lien on
any Eligible Refinery Hydrocarbon Inventory, and (b) if required by the
Administrative Agent, a reserve equal to three months rent and other charges
that could be payable to any such Person; provided, that any Rent and
Charges Reserve taken with respect to any location at which any Eligible
Refinery Hydrocarbon Inventory is located shall not exceed the value of the
Eligible Refinery Hydrocarbon Inventory stored at such location.”

        


        (l) The
definition of “Restricted Payment”
set forth in Section
1.01 of the Credit Agreement (Defined Terms) is hereby amended by adding
the following to the end thereof:

        


        “In
addition, payment of dividends on Convertible Preferred Securities, and payments
made in cash (in lieu of fractional shares) upon the conversion of Convertible
Preferred Securities, shall not constitute Restricted Payments.”

        


        (m) Clause (a) of Section 2.02 of the
Credit Agreement (Borrowings, Conversions and
Continuations of Committed Loans), clause (b) of Section 2.04 of the
Credit Agreement (Swing Line Loans) and clause (e) of Section 10.02 of the
Credit Agreement (Notices; Effectiveness; Electronic Communication) are hereby
amended by replacing “by telephone” and “telephonic” therein with
“electronically” and “electronic”, respectively.

        


        (n) Section 2.14 of the
Credit Agreement (Borrowing Base Redeterminations; Mandatory
Prepayments of Loans) is hereby amended as follows:

        


        (i) The
first sentence of clause (a) is hereby
amended in its entirety to read as follows:

        


        “The
Borrowing Base shall be determined (i) as of the 15th day of each month and on
the last day of each month at all times during which the Aggregate Availability
equals or exceeds twenty percent (20%) of the lesser of (x) the Borrowing Base
and (y) the Total Aggregate Commitments at such time, and (ii) weekly on the
last Business Day of each week at all times during which the Aggregate
Availability is less than twenty percent (20%) of the lesser of (x) the
Borrowing Base and (y) the Total Aggregate Commitments at such time, in either
case by reference to the most recent Borrowing Base Report delivered by the
Borrower to the Administrative Agent pursuant to Section
6.02(g).”;


         

         

        

          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            Page
4

            
              

            

          

          
            
            

          

        

         

        (ii) Clause
(D) in the third sentence of clause (a) is hereby
amended in its entirety to read as follows:

        


        “(D) 80%
of Qualifying Refinery Hydrocarbon Inventory,”;

        


        (iii) The
first sentence of clause (b) is hereby
amended in its entirety to read as follows:

        


        “Notwithstanding
the foregoing, (i) when the Borrowing Base is determined semi-monthly pursuant
to clause
(a)(i) above, then the dollar amount of the Borrowing Base comprised of
(A) Qualifying
Refinery Hydrocarbon Inventory set forth in clause (a)(D) above
and (B) Eligible In-Transit Crude Oil set forth in clause (a)(H) above
shall not, in the aggregate, exceed 65% of the Borrowing Base, and (ii) when the
Borrowing Base is determined weekly either (A) at the election of the Borrower
or (B) pursuant
to clause
(a)(ii) above or Section 6.02(g)(B)
below, then the dollar amount of the Borrowing Base comprised of (1) Qualifying
Refinery Hydrocarbon Inventory set forth in clause (a)(D) above
and (2) Eligible In-Transit Crude Oil set forth in clause (a)(H) above
shall not, in the aggregate, exceed 70% of the Borrowing Base.”;
and

        


        (iv) Clause (f) is hereby
amended in its entirety by renumbering it as clause (g) and
inserting the following as clause
(f):

        


        “(f)
Application of
Payments. The ledger balances in the Dominion Accounts as of the end of a
Business Day shall be applied to the Obligations then outstanding at the
beginning of the next Business Day. If, as a result of such application, a
credit balance exists, the balance shall not accrue interest in favor of the
Borrower or other Loan Party and shall be made available to the Borrower or
other Loan Party, as applicable, upon request by the Borrower or such other Loan
Party. The Borrower and each Loan Party irrevocably waive the right to direct
the application of any payments or Collateral proceeds, and agree that the
Administrative Agent shall have the continuing, exclusive right to apply and
reapply same against the Obligations then outstanding, in such manner as the
Administrative Agent deems advisable.”


        


        The
changes in this clause
(n)(iv) shall take effect on the Cash Dominion Date.

        


        (o) Section 6.02 of the
Credit Agreement (Certificates; Field Audits; Other Information) is hereby
amended as follows:

        


        
          (i)  clause (g) thereof is
amended as follows:

        

        


        (A)       
“Qualifying
Refinery Hydrocarbon Inventory” is hereby added after “Eligible Refinery
Hydrocarbon Inventory” in the first sentence thereof;

         

         

        

          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            Page
5

            
              

            

          

          
            
            

          

           

          
            (B)           the
proviso in the first sentence thereof is amended in its entirety to read as
follows:

             

            “provided, that if Aggregate
Availability is less than twenty percent (20%) of the lesser of (x) the
Borrowing Base and (y) the Total Aggregate Commitments then in effect, the
Borrower shall deliver such report and information weekly, in each case as set
forth in clauses (A) or
(B) below, as
applicable:”;

             

            (C)           clause (B)
thereof is amended in its entirety to read as follows:

             

            “(B)           Weekly
Reporting.  If during any month Aggregate Availability is less
than twenty percent (20%) of the lesser of (1) the Borrowing Base and
(2) the Total Aggregate Commitments then in effect for a period of three
consecutive Business Days (the third such Business Day being herein referred to
as the “Third
Consecutive Day”), then the Borrower shall be required to deliver
Borrowing Base Reports weekly.  The first such Borrowing Base Report
shall be prepared as of Friday of the week in which the Third Consecutive Day
occurs, and shall be delivered not later than Friday of the following
week.  The Borrower shall continue to deliver weekly Borrowing Base
Reports thereafter (each such Borrowing Base Report shall cover a one-week
period ending on a Friday and shall be delivered on the following Friday), until
Aggregate Availability is equal to or greater than twenty percent (20%) of the
lesser of (1) the Borrowing Base and (2) Total Aggregate Commitments
then in effect for an entire month;”; and

             

            (D)           the
following is hereby added to the end thereof:

             

            “and
together with the Borrowing Base Report, a certification by a Responsible
Officer of the Borrower in the form of Exhibit C-1 as to
certain matters relating to storage, transportation and other charges set forth
therein.”; and

            


            (ii)           clause (h) thereof is
amended in its entirety to read as follows:

            


            “(h)           on
or before June 30 of each year (or such later date as may be agreed to by the
Administrative Agent in its reasonable discretion), and at any time at the
request of the Administrative Agent following an Event of Default, a field audit
and inventory valuation report prepared by Bank of

          

        

         

         

        
          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            Page
6

            
              

            

          

          
            
            

          

           

        

        America Business Credit, Inc., in form and substance satisfactory to
the Administrative Agent;”.

        


        (p) Section 6.14 of the
Credit Agreement (Further Assurances) is hereby amended by renumbering it as
Section 6.15.
The reference to Section 6.14 in Paragraph 2A(b) of
Exhibit G is
accordingly renumbered. A new Section 6.14 is
hereby added as follows:

        


        “6.14    Dominion
Accounts.

        


        (a) On and
after the Cash Dominion Date (as defined in that certain Third Amendment to
Revolving Credit Agreement dated as of November 24, 2009, among the Borrower,
the Administrative Agent, and the Lenders party thereto):


        


        (i) The
Borrower and the other Loan Parties shall maintain such Dominion Accounts as the
Administrative Agent shall request in its reasonable discretion pursuant to
lockbox or other arrangements reasonably acceptable to the Administrative Agent.
The Borrower shall obtain an agreement (in form and substance reasonably
satisfactory to the Administrative Agent) from each lockbox servicer, depository
bank and Dominion Account bank, establishing the Administrative Agent’s control
over and Lien on the lockbox, such other account or Dominion Account, requiring
immediate deposit of all remittances received in the lockbox or other account to
a Dominion Account, and waiving offset rights of such servicer or bank, except
for customary administrative charges incurred in connection with such lockbox or
other account. If a Dominion Account is not maintained with Bank of America, the
Administrative Agent may require immediate transfer of all funds in such account
to a Dominion Account maintained with Bank of America. Neither the
Administrative Agent nor any Lender assumes any responsibility to the Borrower
or any other Loan Party for any lockbox arrangement, other account or Dominion
Account, including any claim of accord and satisfaction or release with respect
to any checks, drafts, or other items of payment payable to the Borrower or such
other Loan Party accepted by any bank.

        


        (ii) The
Borrower and other Loan Parties shall request in writing that all payments on
Accounts (as defined in the UCC) are made directly to a Dominion Account (or a
lockbox relating to a Dominion Account). If the Borrower or any other Loan Party
receives cash or checks, drafts, or other items of payment payable to it with
respect to any Account, it shall hold same in trust for the Administrative
Agent, for the benefit of the Lenders, and promptly (but not later than the next
Business Day) deposit same into the applicable Dominion Account.

        


        (b) The
Borrower and the other Loan Parties shall take all actions necessary to
establish the Administrative Agent’s control over each deposit account (other
than accounts used exclusively for payroll, payroll taxes or employee benefits
and such other accounts as the Administrative Agent may in its reasonable
judgment determine that the costs of establishing such control shall be
excessive in view of the benefits to be obtained by the Lenders
therefrom).”

        


        
          (q)  Section
7.11   of   the   Credit   Agreement   (Financial   Covenants)   is   hereby
amended
in its entirety to read as set forth below.

        

         

         

         

        
          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            Page
7

            
              

            

          

          
            
            

          

           

        

        “(a) Permit the Consolidated Interest Coverage Ratio as of the end of
each fiscal quarter set forth below for which a ratio is set forth opposite such
fiscal quarter to be less than the ratio set forth opposite such fiscal
quarter:

        


        
          	
                  Fiscal
      Quarter Ending

                	
                  Minimum
      Consolidated

                
	 
      	 
      	
                  Interest
      Coverage Ratio

                
	
                  December
      31, 2009

                	
                  1.25
      to 1.00

                
	
                  March
      31, 2010

                	 
      	
                  Not
      Tested

                
	
                  June
      30, 2010

                	 
      	
                  1.00
      to 1.00

                
	
                  September
      30, 2010

                	
                  1.25
      to 1.00

                
	
                  December
      31, 2010

                	
                  1.50
      to 1.00

                
	
                  March
      31, 2011

                	 
      	
                  1.50
      to 1.00

                
	
                  June
      30, 2011 and each fiscal quarter

                	
                  2.00
      to 1.00

                
	
                  thereafter

                	 
      	 
      


        

         

        
          (b) Permit  the  Consolidated  Leverage  Ratio  as  of  the  end  of  each
fiscal
quarter set forth below for which a ratio is set forth opposite such fiscal
quarter to be greater than the ratio set forth opposite such fiscal
quarter:

        

        


        
          	
                  Fiscal
      Quarter Ending

                	
                  Maximum
      Consolidated

                
	 
      	
                  Leverage
      Ratio

                
	
                  December
      31, 2009

                	
                  6.75
      to 1.00

                
	
                  March
      31, 2010

                	
                  Not
      Tested

                
	
                  June
      30, 2010

                	
                  Not
      Tested

                
	
                  September
      30, 2010

                	
                  Not
      Tested

                
	
                  December
      31, 2010

                	
                  5.25
      to 1.00

                
	
                  March
      31, 2011

                	
                  5.25
      to 1.00

                
	
                  June
      30, 2011 and each fiscal quarter

                	
                  4.50
      to 1.00

                
	
                  thereafter

                	 
      


        

        


        (c)
Permit Consolidated EBITDA to be less than (i) $5,000,000 for the period of
three months ending March 31, 2010, (ii) $80,000,000 for the period of six
months ending June 30, 2010, and (iii) $140,000,000 for the period of nine
months ending September 30, 2010.”

        


        (r) Exhibit C to the
Credit Agreement (Compliance Certificate) is hereby amended by
replacing Schedule
1 with the schedule set forth on Schedule 1 attached
to this Amendment and Schedule 2 with the
schedule set forth on Schedule 2 to this
Amendment. Exhibit F
to the Credit Agreement (Form of Borrowing Base Report) is hereby amended
to reflect
the changes set forth in clause (n) hereof.
All references to such schedules in the Credit Agreement, Exhibit C, Exhibit F and the
other Loan Documents shall mean such schedules as amended hereby.

         

        (s)  Exhibit C-1 is added
to the Credit Agreement in the form set forth on Schedule
3  to this
Amendment

         

        (t) Exhibit G to the
Credit Agreement (Security Agreement) and each executed Security
Agreement are hereby amended as follows and all references to such Exhibit and
Security Agreements in the Loan Documents shall mean the Exhibit and Security
Agreements as amended hereby:

         

         

        
          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            Page
8

            
              

            

          

          
            
            

          

           

        

        (i) Clause
(1) of Paragraph 3 of the Security Agreement is amended in its entirety
to read as follows:

        


        “(1) Any
and all deposit accounts and bank accounts, now owned or hereafter acquired or
opened by each Debtor, including, without limitation, any such accounts set
forth on Annex
B, including any Dominion Accounts, and any account which is a
replacement or substitute for any of such accounts, together with all monies,
instruments, certificates, checks, drafts, wire transfer receipts, and other
property deposited therein and all balances therein (the “Deposit Accounts”);”
and

        


        (ii)
Clause (j) of
Paragraph 5 of the Security Agreement is amended in its entirety to read as
follows:

        


        “(j)
Deposit
Accounts. With respect to any Deposit Account, maintain such Debtor’s
Deposit Accounts at the banks described on Annex B for such Debtor or such
additional banks with respect to which such Debtor has complied with item (iii)
hereof; and unless otherwise agreed by Secured Party, (i) on or before the date
hereof, obtain an executed Deposit Account Control Agreement from each such bank
with respect to each such Deposit Account (other than accounts used exclusively
for payroll, payroll taxes or employee benefits and such other accounts as the
Secured Party may in its reasonable judgment determine that the costs of
establishing such control shall be excessive in view of the benefits to be
obtained by the Secured Party therefrom ); (ii) deliver to Secured Party all
certificates or instruments, if any, now or hereafter representing or evidencing
such Deposit Accounts (other than accounts used exclusively for payroll, payroll
taxes or employee benefits and such other accounts as the Secured Party may in
its reasonable judgment determine that the costs of establishing such control
shall be excessive in view of the benefits to be obtained by the Secured Party
therefrom), accompanied by duly executed instruments of transfer or assignment
in blank, all in form and substance reasonably satisfactory to Secured Party;
and (iii) prior to establishing any additional Deposit Accounts, notify Secured
Party and obtain from the bank holding such Deposit Account (other than for
accounts used exclusively for payroll, payroll taxes or employee benefits and
such other accounts as the Secured Party may in its reasonable judgment
determine that the costs of establishing such control shall be excessive in view
of the benefits to be obtained by the Secured Party therefrom) an executed
Deposit Account Control Agreement and deliver the same to Secured
Party.”

        


        3. Full Force and Effect of
Agreement. Except as hereby specifically amended, modified or
supplemented, the Borrower hereby acknowledges and agrees that the Credit
Agreement and all of the other Loan Documents are hereby confirmed and ratified
in all respects and shall remain in full force and effect according to their
respective terms. The Borrower and each of the other Loan Parties hereby confirm
and agree that all Liens and other security interests now or hereafter held by
the Administrative Agent for the benefit of the Lenders as security for payment
of the Obligations are the legal, valid and

         

         

         

        

          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            Page
9

            
              

            

          

          
            
            

          

        

         

        binding obligations of the Borrower and the Loan Parties, remain in
full force and effect, and are unimpaired by this Amendment.

        


        
          4.  Representations and
Warranties.  The Borrower hereby certifies
that:

        

        


        (a) prior to
and after giving effect to this Amendment, the representations and warranties of
the Borrower contained in Article V of the
Credit Agreement, or which are contained in any Loan Document or other document
furnished at any time under or in connection with the Credit Agreement, that are
qualified by materiality are true and correct on and as of the date hereof, and
each of the representations and warranties of the Borrower contained in Article V of the
Credit Agreement, or which are contained in any Loan Document or other document
furnished at any time under or in connection with the Credit Agreement, that are
not qualified by materiality are true and correct in all material respects on
and as of the date hereof, except, in each case, to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct, or true and correct in all material respects, as
the case may be, as of such earlier date;

         

        (b) the
Persons appearing as Guarantors on the signature pages to this Amendment
constitute all Persons who are required to be Guarantors pursuant to the terms
of the Credit Agreement and the other Loan Documents, including without
limitation all Persons who were required to become Guarantors after the Closing
Date, and each of such Persons has become and remains a party to a Guaranty as a
Guarantor;

         

        (c) this
Amendment has been duly authorized, executed and delivered by the Borrower and
each Guarantor party hereto and constitutes a legal, valid and binding
obligation of such parties, except as may be limited by general principles of
equity, by concepts of reasonableness or by the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors’ rights generally; and

         

        (d) prior to and after giving effect to this Amendment, no Default  or  Event of
Default
exists.

        


        5. Conditions to
Effectiveness. This Amendment shall be effective on the date (the “Third Amendment Effective
Date”) upon which the following conditions precedent have been
satisfied:

        


        (a) the
Administrative Agent shall have received counterparts of this Amendment executed
by the Borrower, the Guarantors and the Required Lenders;

         

        (b) either
(i) the Administrative Agent shall have received evidence that all Term Loan
Indebtedness and other obligations under the Term Loan Credit Agreement then due
have been repaid in full, or (ii) (A) no Default or Event of Default (as such
terms are defined in the Term Loan Credit Agreement) shall exist under the Term
Loan Credit Agreement, and (B) to the extent the Term Loan Credit Agreement
contains covenants that are the same as covenants being amended by this
Amendment, such covenants in the Term Loan Credit Agreement shall be amended to
the same extent as set forth herein;

         

        (c) the
Administrative Agent shall have received a certificate of the Secretary or
Assistant Secretary of the Borrower, in form and substance reasonably
satisfactory to the Administrative Agent, certifying resolutions or other
evidence of authority adopted with respect to this Amendment and the
transactions contemplated hereby; and

         

        (d) Borrower
shall have paid (i) to Banc of America Securities LLC, as Arranger, (the “Arranger”), for its
own account, the fees and expenses then due and payable to the

         

         

        
          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            Page
10

            
              

            

          

          
            
            

          

           

        

        Arranger, (ii) to the Administrative Agent, for the benefit of each
Lender executing this Amendment by 5:00 p.m. on November 24, 2009, a fee in the
amount indicated by notice from the Administrative Agent to the Lenders, and
(iii) fees and expenses required to be reimbursed or paid by the Borrower
pursuant to the Loan Documents, including the fees and expenses of counsel to
the Administrative Agent, in each case to the extent invoiced to the Borrower at
least one Business Day prior to the Third Amendment Effective
Date.

        


        6. Cash Dominion. By no
later than January 15, 2010 (or such later date as may be agreed to by the
Administrative Agent in its reasonable discretion) (the “Cash Dominion Date”),
the applicable Loan Parties, depository banks, and the Administrative Agent
shall enter into a lockbox or dominion agreement or such other documents and
agreements as the Administrative Agent shall reasonably request, each in form
and substance reasonably satisfactory to the Administrative Agent, governing the
Loan Parties’ cash management processes and procedures and evidencing the
Administrative Agent’s dominion and control thereof. The Loan Parties’ failure
to comply with this Section 6 by the Cash
Dominion Date shall constitute an Event of Default under the Credit
Agreement.

        


        7. Third Amendment to Term Loan
Credit Agreement. The Required Lenders hereby (a) consent to the
amendments to the Term Loan Documents effected by the Third Amendment to Term
Loan Credit Agreement among the parties thereto dated November 24, 2009, and (b)
waive the provisions of Section 7.14 of the
Credit Agreement (Amendments to Term Loan Documents) to the extent necessary
to permit
such amendments.

        


        8. Counterparts. This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument. Delivery of an executed counterpart of this Amendment by telecopy or
in electronic form shall be effective as the delivery of a manually executed
counterpart.

        


        9. Governing Law. This
Amendment shall in all respects be governed by, and construed in accordance
with, the laws of the State of New York.

        


        10. Enforceability.
Should any one or more of the provisions of this Amendment be determined to
be illegal or unenforceable as to one or more of the parties hereto, all other
provisions nevertheless shall remain effective and binding on the parties
hereto.

        


        11. No Novation. This
Amendment is given as an amendment and modification of, and not as a payment
of, the Obligations of the Borrower and the other Loan Parties and is not
intended to constitute a novation of the Credit Agreement. Except as expressly
modified hereby, all of the indebtedness, liabilities and obligations owing by
the Borrower and each other Loan Party under the Credit Agreement and the other
Loan Documents shall continue.

        


        12. Successors and
Assigns. This Amendment shall be binding upon and inure to the
benefit of
each of the Borrower, the Lenders and the Administrative Agent and their
respective successors, assigns and legal representatives; provided, however,
that the Borrower, without the prior consent of the Administrative Agent and
each Lender, may not assign any rights, powers, duties or obligations
hereunder.

        


        


        [Remainder
of Page Intentionally Left Blank.  Signature Pages
Follow.]

         

         

        
          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            Page
11

            
              

            

          

          
            
            

          

        

      

       

       

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers, all as of the day and year
first above written.

      


       

      
        
          	 	BORROWER:	 
	 	 	 
	 	
                  WESTERN REFINING,
      INC., 

                  a Delaware
      corporation

                	 
	 	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Scott
      D. Weaver	 
	 	 	Name: 	
                  Scott
      D. Weaver

                	 
	 	 	Title: 	
                  Vice
      President, Treasurer & Asst. Sec.

                	 
	 	 	 	 	 


        

      

      


      


      


      


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              	 	BANK
      OF AMERICA, N.A.,	 
	 	as
      Administrative Agent	 
	 	 	 
	 	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Ronald
      E. McKaig	 
	 	 	Name: 	
                      
                        Ronald
      E. McKaig

                      

                    	 
	 	 	Title: 	
                      Senior
      Vice President

                    	 
	 	 	 	 	 


            

          

          


          


          


          


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              	 	BANK
      OF AMERICA, N.A.,	 
	 	as
      L/C Issuer, Swing Line Lender, and a Lender	 
	 	 	 
	 	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/
      Ronald E. McKaig	 
	 	 	Name: 	
                      
                        Ronald
      E. McKaig

                      

                    	 
	 	 	Title: 	
                      
                        Senior
      Vice President

                      

                    	 
	 	 	 	 	 


            

          

          


          


          


          


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                  	 	ABN
      AMRO BANK N.V.,	 
	 	as
      a Lender	 
	 	 	 
	 	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/
      James J. Stewart	 
	 	 	Name: 	
                          
                            James
      J. Stewart

                          

                        	 
	 	 	Title: 	
                          
                            Chief
      Executive Officer-ABN AMRO AMERICAS

                          

                        	 
	 	 	 	 	 


                

                
                  	 	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/
      Michiel van Schaardenburg	 
	 	 	Name: 	
                          
                            
                              Michiel
      van Schaardenburg

                            

                          

                        	 
	 	 	Title: 	
                          
                            
                              Managing
      Director

                            

                          

                        	 
	 	 	 	 	 


                

              

            

            


            


            


            


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                                    ALLIED
      IRISH BANKS, P.L.C.,

                                  	 
	 	as a
      Lender	 
	 	 	 	 	 
	 	By:	/s/
      Mark Connelly 	 
	 	Name:	Mark
      Connelly	 
	 	Title:	Senior
      Vice President	 
	 	 	 	 	 


                          

                          
                            	 	 	 	 	 
	 	By:	/s/
      David O'Driscoll 	 
	 	Name:	David
      O'Driscoll	 
	 	Title:	Assistant
      Vice President	 
	 	 	 	 	 


                          

                          


                          


                          


                          


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AGREEMENT


                        

                      

                    

                  

                

              

            

          

           

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

      
        
          
            
              
                 

                
                  	 	THE
      BANK OF NOVA SCOTIA,	 
	 	as
      a Lender	 
	 	 	 
	 	 	 	 	 
	 	By:	/s/ Andrew
      Ostrov 	 
	 	Name: 	Andrew
      Ostrov 	 
	 	Title:	Director	 
	 	 	 	 	 


                

              

              


              


              


              


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                        	 	BANK
      OF SCOTLAND plc, 	 
	 	as a
      Lender	 
	 	 	 	 	 
	 	By:	      
                                /s/
      Julia R. Franklin

                              	 
	 	Name:	      
                                Julia
      R. Franklin

                              	 
	 	Title:	Assistant
      Vice President	 
	 	 	 	 	 


                      

                      
                      

                       

                    

                  

                

              

            

          

        

      

      
        
          
            
               

              


              


              


              


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                            BAYERISCHE
      LANDESBANK, NEW YORK BRANCH,

                          	 
	 	as
      a Lender	 
	 	 	 
	 	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/
      Stephen Hill	 
	 	 	Name: 	
                            
                              
                                Stephen
      Hill

                              

                            

                          	 
	 	 	Title: 	
                            
                              
                                First
      Vice President

                              

                            

                          	 
	 	 	 	 	 


                  

                  
                    	 	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/
      Suyash Upreti	 
	 	 	Name: 	
                            
                              
                                
                                  Suyash
      Upreti

                                

                              

                            

                          	 
	 	 	Title: 	
                            
                              
                                
                                  Vice
      President

                                

                              

                            

                          	 
	 	 	 	 	 


                  

                

              

              


              


              


              


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                        	 	BNP PARIBAS	 
	 	as a
      Lender	 
	 	 	 	 	 
	 	By:	      
                                /s/ Larry
      Robinson

                              	 
	 	Name:	Larry
      Robinson	 
	 	Title:	Director	 
	 	 	 	 	 


                      

                      
                        	 	 	 	 	 
	 	By:	      
                                /s/ Betsy
      Jocher

                              	 
	 	Name:	Betsy
      Jocher	 
	 	Title:	Director	 
	 	 	 	 	 


                      

                      


                    

                     

                  

                  


                  


                  


                  


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                  COMERICA
      BANK,

                	 
    
	
                  as
      a Lender

                	 
    
	 	 
	 
    	 
    	 
    
	
                  By:

                	
                  /s/ DeVon Lang

                	 
    
	
                  Name:

                	
                  DeVon
      Lang

                	 
    
	
                  Title:

                	
                  Assistant
      Vice President

                	 
    


        

         

         

         

         

         

         

         

        
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                  COMPASS
      BANK,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 	 	 
	 
    	 
    	 
    	 
    
	 
    	
                  By:

                	
                  /s/ Eric E. Ensmann

                	 
    
	 
    	
                  Name:

                	
                  Eric
      E. Ensmann

                	 
    
	 
    	
                  Title:

                	
                  Senior
      Vice President

                	 
    


        

         

         

         

         

        
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                    COMPASS
      BANK, successor in interest to

                  	 
    
	 
    	
                    GUARANTY
      BANK,

                  	 
    
	 
    	
                    as
      a Lender

                  	 
    
	 
    	 
    	 
    	 
    
	 
    	
                    By:

                  	
                    /s/ Eric E. Ensmann

                  	 
    
	 
    	
                    Name:

                  	
                    Eric
      E. Ensmann

                  	 
    
	 
    	
                    Title:

                  	
                    Senior
      Vice President

                  	 
    


          

           

          
 

           

          
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                  FORTIS CAPITAL
      CORP.,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 	 	 
	 
    	 
    	 
    	 
    
	 
    	
                  By:

                	
                  /s/ Michaela Braun

                	 
    
	 
    	
                  Name:

                	
                  Michaela
      Braun

                	 
    
	 
    	
                  Title:

                	
                  Vice
      President

                	 
    
	 	 	 	 
	 
    	
                  By:

                	
                  /s/ Stephen R. Staples

                	 
    
	 
    	
                  Name:

                	
                  Stephen
      R. Staples

                	 
    
	 
    	
                  Title:

                	
                  Director

                	 
    


        

         

         

         

         

         

        

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                  GENERAL ELECTRIC CAPITAL
      CORPORATION,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 
    	 
    	 
    	 
    
	 	 	 	 
	 
    	
                  By:

                	      
                  /s/
      Alta Ven

                	 
    
	 
    	
                  Name:

                	      
                  Alta
      Ven

                	 
    
	 
    	
                  Title:

                	      
                  Duly
      Authorized Signatory

                	 
    


        

         

         

        


         

         

         

        
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                  MIZUHO CORPORATE BANK,
      LTD.,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 
    	 
    	 
    	 
    
	 	 	 	 
	 
    	
                  By:

                	      
                  /s/
      Leon Mo

                	 
    
	 
    	
                  Name:

                	      
                  Leon
      Mo

                	 
    
	 
    	
                  Title:

                	      
                  Authorized
      Signatory

                	 
    
	 	 	 	 


        

         

         

         

         

        
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                  NATIXIS,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 	 	 
	 
    	 
    	 
    	 
    
	 
    	
                  By:

                	      
                  /s/
      Louis P. Laville

                	 
    
	 
    	
                  Name:

                	      
                  Louis
      P. Laville

                	 
    
	 
    	
                  Title:

                	      
                  Managing
      Director

                	 
    
	 	 	 	 
	 
    	
                  By:

                	      
                  /s/
      Daniel Payer

                	 
    
	 
    	
                  Name:

                	      
                  Daniel
      Payer

                	 
    
	 
    	
                  Title:

                	Director	 
    


        

        


         

         

         

         

         

         

         

         

        
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                    PNC BANK, NATIONAL
      ASSOCIATION,

                  	 
    
	 
    	
                    as
      a Lender

                  	 
    
	 	 	 
	 
    	 
    	 
    	 
    
	 
    	
                    By:

                  	
                    /s/ E. Niki Stone

                  	 
    
	 
    	
                    Name:

                  	
                    E.
      Niki Stone

                  	 
    
	 
    	
                    Title:

                  	
                    Vice
      President PNCBC

                  	 
    


          

           

          
 

           

          
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                  PNC
      BANK, NATIONAL ASSOCIATION,

                	 
    
	 
    	
                  as a successor to NATIONAL CITY
      BUSINESS CREDIT INC.,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 	 	 
	 
    	 
    	 
    	 
    
	 
    	
                  By:

                	
                  /s/ Brian Rujawitz

                	 
    
	 
    	
                  Name:

                	
                  Brian
      Rujawitz

                	 
    
	 
    	
                  Title:

                	
                  Senior
      Vice President

                	 
    


        

         

         

         

         

        

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                  RAYMOND JAMES BANK,
      FSB,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 	 	 
	 
    	 
    	 
    	 
    
	 
    	
                  By:

                	      
                  /s/
      Garrett McKinnon

                	 
    
	 
    	
                  Name:

                	      
                  Garrett
      McKinnon

                	 
    
	 
    	
                  Title:

                	      
                  Senior
      Vice President

                	 
    


        

        


         

         

         

         

        
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                  THE ROYAL BANK OF SCOTLAND
      PLC,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 	 	 
	 
    	 
    	 
    	 
    
	 
    	
                  By:

                	
                  /s/ Steve Ray

                	 
    
	 
    	
                  Name:

                	
                  Steve
      Ray

                	 
    
	 
    	
                  Title:

                	
                  Senior
      Vice President

                	 
    


        

        


         

         

         

         

        
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                  RZB FINANCE
      LLC,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 	 	 
	 
    	 
    	 
    	 
    
	 
    	
                  By:

                	
                  /s/ Shirley Ritch

                	 
    
	 
    	
                  Name:

                	
                  Shirley
      Ritch

                	 
    
	 
    	
                  Title:

                	
                  Vice
      President

                	 
    
	 	 	 	 
	 
    	
                  By:

                	
                  /s/ Astrid Wilke

                	 
    
	 
    	
                  Name:

                	
                  Astrid
      Wilke

                	 
    
	 
    	
                  Title:

                	
                  Vice
      President

                	 
    


        

         

        
 

         

        
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                  SOCIETE
      GENERALE,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 	 	 
	 
    	 
    	 
    	 
    
	 
    	
                  By:

                	
                  /s/ Chung-Taek Oh

                	 
    
	 
    	
                  Name:

                	
                  Chung-Taek
      Oh

                	 
    
	 
    	
                  Title:

                	
                  Director

                	 
    
	 	 	 	 
	 
    	
                  By:

                	
                  /s/ Barbara Paulsen

                	 
    
	 
    	
                  Name:

                	
                  Barbara
      Paulsen

                	 
    
	 
    	
                  Title:

                	
                  Managing
      Director

                	 
    


        

         

         

         

         

        

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                  SUMITOMO MITSUI BANKING
      CORPORATION,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 	 	 
	 
    	 
    	 
    	 
    
	 
    	
                  By:

                	      
                  /s/
      Masakazu Hasegawa

                	 
    
	 
    	
                  Name:

                	      
                  Masakazu
      Hasegawa

                	 
    
	 
    	
                  Title:

                	      
                  General
      Manager

                	 
    
	 	 	 	 


        

        


         

         

         

         

        
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                  UBS, LOAN FINANCE
      LLC,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 
    	 
    	 
    	 
    
	 	 	 	 
	 
    	
                  By:

                	      
                  /s/
      Marie Haddad

                	 
    
	 
    	
                  Name:

                	      
                  Marie
      Haddad

                	 
    
	 
    	
                  Title:

                	      
                  Associate
      Director

                	 
    
	 	 	 	 
	 
    	
                  By:

                	      
                  /s/
      Mary E. Evans

                	 
    
	 
    	
                  Name:

                	      
                  Mary
      E. Evans

                	 
    
	 
    	
                  Title:

                	      
                  Associate
      Director

                	 
    


        

         

         

         

         

         

        
          SIGNATURE
PAGE TO

          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        


         

        
          	 
    	
                  U.S. BANK NATIONAL
      ASSOCIATION,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 
    	 
    	 
    	 
    
	 	 	 	 
	 
    	
                  By:

                	      
                  /s/
      Daniel K. Hansen

                	 
    
	 
    	
                  Name:

                	      
                  Daniel
      K. Hansen

                	 
    
	 
    	
                  Title:

                	      
                  Vice
      President

                	 
    


        

        


         

         

         

         

         

         

        
          SIGNATURE
PAGE TO

          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        


         

        
          	 
    	
                  WACHOVIA BANK,
      N.A.,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 	 	 	 
	 
    	 
    	 
    	 
    
	 
    	
                  By:

                	
                  /s/ Amanda Watkins

                	 
    
	 
    	
                  Name:

                	
                  Amanda
      Watkins

                	 
    
	 
    	
                  Title:

                	
                  Vice
      President

                	 
    


        

        


         

         

         

         

        
          SIGNATURE
PAGE TO

          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

        
          	 
    	
                  WELLS FARGO BANK, NATIONAL
      ASSOCIATION,

                	 
    
	 
    	
                  as
      a Lender

                	 
    
	 	 	 
	 
    	 
    	 
    	 
    
	 
    	
                  By:

                	
                  /s/ Suzanne Ridenhour

                	 
    
	 
    	
                  Name:

                	
                  Suzanne
      Ridenhour

                	 
    
	 
    	
                  Title:

                	
                  Senior
      Portfolio Manager

                	 
    


        

         

         

        

          SIGNATURE
PAGE TO

          THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        REAFFIRMATION
OF GUARANTORS

         

        By
signing below, each Guarantor (a) acknowledges, consents and agrees to the
execution, delivery and performance by the Borrower of this Amendment, (b)
acknowledges and agrees that its obligations in respect of the Guaranty and
other Loan Documents to which it is a party are not released, diminished,
waived, modified, impaired or affected in any manner by this Amendment or any of
the provisions contemplated herein, (c) ratifies and confirms its obligations
under such Guaranty and other Loan Documents,  and (d) acknowledges
that prior to and after giving effect to this Amendment, the representations and
warranties of such Guarantor in its Guaranty, or which are contained in any Loan
Document or other document to which it is a party furnished at any time under or
in connection with its Guaranty and the Credit Agreement, that are qualified by
materiality are true and correct on and as of the date hereof, and each of the
representations and warranties of such Guarantor in its Guaranty, or which are
contained in any Loan Document or other document to which it is a party
furnished at any time under or in connection with its Guaranty and the Credit
Agreement, that are not qualified by materiality are true and correct in all
material respects on and as of the date hereof, except, in each case, to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct, or true and correct in all
material respects, as the case may be, as of such earlier date.

         

        


         

        
          	
                  GUARANTORS:

                	 
    
	 	 
	
                  WESTERN
      REFINING COMPANY, L.P.,

                	 
    
	
                  a
      Delaware limited partnership

                	 
    
	 	 
	 
    	
                  WESTERN REFINING GP,
      LLC,

                	 
    
	 
    	
                  a
      Delaware limited liability company,

                	 
    
	 
    	
                  its
      General Partner

                	 
    
	 
    	 
    	 
    	 
    
	 
    	
                  By:

                	
                  /s/ Scott D. Weaver

                	 
    
	 
    	
                  Name:

                	
                  Scott
      D. Weaver

                	 
    
	 
    	
                  Title:

                	
                  Vice
      President, Treasurer & Asst. Sec

                	 
    


        

        .

         

         

        
          SIGNATURE
PAGE TO REAFFIRMATION OF GUARANTORS

          (THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT)

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

        


         

        
          	 
    	
                  ASCARATE GROUP,
      LLC,

                	 
	 
    	
                  a
      Delaware limited liability company

                	 
	 	 	 
	 
    	
                  By:

                	
                  WESTERN REFINING COMPANY,
      L.P.,

                	 
	 
    	 
    	
                  a
      Delaware limited partnership, its sole Member

                	 
	 	 	 	 
	 
    	 
    	
                  By:

                	
                  WESTERN REFINING GP,
      LLC,

                	 
	 
    	 
    	 
    	
                  a
      Delaware limited liability company,

                	 
	 
    	 
    	 
    	
                  its
      General Partner

                	 
	 	 	 	 	 
	 
    	 
    	
                  By:

                	
                  /s/ Scott D. Weaver

                	 
	 
    	 
    	
                  Name:

                	
                  Scott
      D. Weaver

                	 
	 
    	 
    	
                  Title:

                	
                  Vice
      President, Treasurer & Asst. Sec.

                	 


        

         

         

        
          	 
    	
                  WESTERN
      REFINING GP, LLC,

                
	 
    	
                  a
      Delaware limited liability company

                
	 	 
	 
    	
                  By:

                	
                  /s/ Scott D. Weaver

                	 
    
	 
    	
                  Name:

                	
                  Scott
      D. Weaver

                	 
    
	 
    	
                  Title:

                	
                  Vice
      President, Treasurer & Asst. Sec.

                	 
    
	 
    	 
    	 
    	 
    
	 	 	 	 
	 
    	
                  WESTERN
      REFINING LP, LLC,

                
	 
    	
                  a
      Delaware limited liability company

                
	 	 
	 
    	
                  By:

                	
                  /s/ Joan L. Yori

                	 
    
	 
    	
                  Name:

                	
                  Joan
      L. Yori

                	 
    
	 
    	
                  Title:

                	
                  President

                	 
    
	 
    	 
    	 
    	 
    


        

         

         

         

        
          SIGNATURE
PAGE TO REAFFIRMATION OF GUARANTORS

          (THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT)

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
 

        
          	
                  CINIZA PRODUCTION
      COMPANY,

                  a
      New Mexico corporation

                  DIAL OIL CO., a New
      Mexico corporation

                  EMPIRE OIL CO., a
      California corporation

                  GIANT INDUSTRIES, INC.,
      a Delaware corporation

                  WESTERN REFINING SOUTHWEST,
      INC.,

                  an
      Arizona corporation

                  GIANT FOUR CORNERS,
      INC., an Arizona corporation

                  WESTERN REFINING TERMINALS,
      INC.,

                  an
      Arizona corporation

                  WESTERN REFINING PIPELINE
      COMPANY,

                  a
      New Mexico corporation

                  GIANT STOP-N-GO OF NEW MEXICO,
      INC.,

                  a
      New Mexico corporation

                  WESTERN REFINING YORKTOWN
      HOLDING COMPANY, a Delaware corporation

                  WESTERN REFINING YORKTOWN,
      INC.,

                  a
      Delaware corporation

                  WESTERN REFINING WHOLESALE,
      INC.,

                  an
      Arizona corporation

                  SAN JUAN REFINING
      COMPANY,

                  a
      New Mexico corporation

                
	 
	 
    	 
    	 
    
	
                  By:

                	
                  /s/ Scott D. Weaver

                	 
    
	
                  Name:

                	
                  Scott
      D. Weaver

                	 
    
	
                  Title:

                	
                  Vice
      President, Treasurer & Asst. Sec.

                	 
    


        

         

         

         

         

        
 

         

        
          SIGNATURE
PAGE TO REAFFIRMATION OF GUARANTORS

          (THIRD
AMENDMENT TO REVOLVING CREDIT AGREEMENT)



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        SCHEDULE
1

        Schedule 1 to Compliance
Certificate

        


        For the
Quarter/Year ended __________ (“Statement
Date”)

        


        SCHEDULE
1

        to the
Compliance Certificate

        ($ in
000’s)

         

        
          
            	
                    I.

                  	
                    Section 7.11(a) – Consolidated
      Interest Coverage Ratio

                  	 
    	 
    	 
    
	 	 	 	 	 
	 
    	
                    A.

                  	
                    Consolidated
      EBITDA for [two/three/four]
      consecutive fiscal quarters ending on above date (“Subject
      Period”):

                  	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	
                    1.

                  	
                    Consolidated
      Net Income for Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    2.

                  	
                    Consolidated
      Interest Charges for Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    3.

                  	
                    Provision
      for income taxes for Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    4.

                  	
                    Depreciation
      expenses for Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    5.

                  	
                    Amortization
      expenses for Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    6.

                  	
                    Non-Cash
      compensation expenses for Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 	 	
                    7. 

                  	
                    Non-Cash charges for Bloomfield Expenses for Subject
      Period:

                  	
                    $ 

                  	 	 
	 	 	 	 	 	 	 
	 
    	 
    	
                    8.

                  	
                    [Maintenance turnaround expenses
      for Subject Period]:1

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    9.

                  	
                    Non-recurring non-cash reductions of Consolidated
      Net

                  	
                     

                  	 
    
	 
    	 
    	 
    	
                    Income
      for Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	
                     

                  	 	 	 	 
	 
    	 
    	
                    10.

                  	
                    Cash
      Payments for Bloomfield Expenses for charges taken

                  	 
    
	 
    	 
    	
                     
      

                  	
                    in
      prior period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    11.

                  	
                    Non-cash
      additions to Consolidated Net Income for Subject

                  	 
    
	 
    	 
    	 
    	
                    Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    12.

                  	
                    Consolidated
      EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7

                  	 
    
	 
    	 
    	 
    	
                    + 8
      + 9 – 10 – 11)

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	
                    B.

                  	
                    Consolidated
      Interest Charges for Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 
	 
    	
                    C.

                  	
                    Consolidated
      Interest Coverage Ratio

                  	
                    $

                  	 
    	 
    
	 
    	 
    	
                    (Line
      I.A.12 ÷ Line
      I.B):

                  	 
    	 
    


          

        

        

          

        

        
          1 Such
expenses in excess of $25,000,000 in any four fiscal quarter period are not
included.

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

        

        
          	
                  Minimum required:

                	 
    	 
    


        

        


        
          	
                  [Two/Three/Four]
      Fiscal Quarters Ending

                	
                  Minimum

                  Consolidated
      Interest

                  Coverage
      Ratio

                	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    
	
                  December
      31, 2009

                  March
      31, 2010

                  June
      30, 2010

                  September
      30, 2010

                  December
      31, 2010

                  March
      31, 2011

                  June
      30, 2011 and each fiscal quarter thereafter

                	
                  1.25
      to 1.00

                  Not
      Tested

                  1.00
      to 1.00

                  1.25
      to 1.00

                  1.50
      to 1.00

                  1.50
      to 1.00

                  2.00
      to 1.00

                	 
    	 
    	 
    	 
    
	 	
                  [Yes/No]

                	 	 	 	 
	In
      compliance	 	 	 	 	 


        

        
 

        
          
            	
                    II.

                  	
                    Section
      7.11(b) – Consolidated Leverage Ratio.

                  	 
    	 
    	 
    
	 	 	 	 	 
	 
    	
                    A.

                  	
                    Consolidated
      Total Indebtedness at Statement Date:

                  	
                    $

                  	 
    	
                     

                  
	 	 	 	 	 	 
	 
    	
                    B.

                  	
                    Consolidated
      EBITDA for four consecutive fiscal quarters ending on above date (“Leverage Subject
      Period”):

                  	 
    	 
    	 
    


          

          


          
            	 
    	 
    	
                    1.

                  	
                    Consolidated
      Net Income for Leverage Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    2.

                  	
                    Consolidated
      Interest Charges for Leverage Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    3.

                  	
                    Provision
      for income taxes for Leverage Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    4.

                  	
                    Depreciation
      expenses for Leverage Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    5.

                  	
                    Amortization
      expenses for Leverage Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    6.

                  	
                    Non-Cash compensation expenses for Leverage Subject
      Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    7.

                  	
                    Non-Cash charges for Bloomfield Expenses for Leverage

                  	 
    	 
    	 
    
	 
    	 
    	 
    	
                    Subject
      Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    8.

                  	
                    [Maintenance turnaround expenses for Leverage Subject

                  	
                     

                  	 
    	 
    
	 
    	 
    	 
    	
                    Period]:2

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    9.

                  	
                    Non-recurring  non-cash  reductions  of  Consolidated  Net

                  	 
    	 
    	 
    
	 
    	 
    	 
    	
                    Income
      for Leverage Subject Period:

                  	
                    $

                  	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                    10.

                  	
                    Cash
      Payments for Bloomfield Expenses for charges taken

                  	 
    	 
    	 
    
	 
    	 
    	 
    	
                    in
      prior period:

                  	
                    $

                  	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    	 
    


          

        

         

        
          

            

          

          
            2  Such
expenses in excess of $25,000,000 in any four fiscal quarter period are not
included.

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              
                	 
    	 
    	
                        11.

                      	
                        Non-cash additions to Consolidated Net Income for

                        Leverage
      Subject Period:

                      	
                        $

                      	 
    	 
    
	 	 	 	 	 	 	 
	 
    	 
    	
                        12

                      	
                        Consolidated
      EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7

                        + 8
      + 9 – 10 – 11)

                      	
                        $

                      	 
    	 
    


              

            

          

        

         

        
          	
                	
                  C.

                	
                  
                    Consolidated
      Leverage Ratio (Line II.A ÷ Line
      II.B.12):

                  

                	 
    	 
    	 
    


        

         

        
          Maximum
permitted:

        

         

        
          	
                   

                  Fiscal Quarter
      Ending

                	
                  Maximum
      Consolidated

                  Leverage
      Ratio

                	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    	 
    
	
                  December
      31, 2009

                	
                  6.75
      to 1.00

                	 
    	 
    	 
    	 
    
	
                  March
      31, 2010

                	
                  Not
      Tested

                	 
    	 
    	 
    	 
    
	
                  June
      30, 2010

                	
                  Not
      Tested

                	 
    	 
    	 
    	 
    
	
                  September
      30, 2010

                	
                  Not
      Tested

                	 
    	 
    	 
    	 
    
	
                  December
      31, 2010

                	
                  5.25
      to 1.00

                	 
    	 
    	 
    	 
    
	
                  March
      31, 2011

                	
                  5.25
      to 1.00

                	 
    	 
    	 
    	 
    
	
                  June
      30, 2011 and each fiscal quarter thereafter

                	
                  4.50
      to 1.00

                	 
    	 
    	 
    	 
    


        

         

        
          	
                  In
      compliance

                	
                  [Yes/No]

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        SCHEDULE
2

        Schedule 2 to Compliance
Certificate

        


        SCHEDULE
2

        to the
Compliance Certificate

        ($ in
000’s)

        


        Consolidated
EBITDA

        (in
accordance with the definition of Consolidated EBITDA

        as set
forth in the Agreement)

        


        
          	
                   

                  Consolidated

                  EBITDA

                	
                   

                  Quarter

                  Ended

                  __________

                	
                   

                  Quarter

                  Ended

                  __________

                	
                   

                  Quarter

                  Ended

                  __________

                	
                   

                  Quarter

                  Ended

                  __________

                	
                  Twelve

                  Months

                  Ended

                  __________

                
	
                  Consolidated

                  Net
      Income

                	 
    	 
    	 
    	 
    	 
    
	
                  +
      Consolidated Interest Charges

                	 
    	 
    	 
    	 
    	 
    
	
                  +
      income taxes

                	 
    	 
    	 
    	 
    	 
    
	
                  +
      depreciation expense

                	 
    	 
    	 
    	 
    	 
    
	
                  +
      amortization expense

                	 
    	 
    	 
    	 
    	 
    
	
                  +
      non-cash compensation expenses

                	 
    	 
    	 
    	 
    	 
    
	
                  +
      non-cash Bloomfield Expenses

                	 
    	 
    	 
    	 
    	 
    
	
                  +
      Maintenance turnaround expenses

                	 
    	 
    	 
    	 
    	 
    
	
                  +
      non-recurring non-cash expenses

                	 
    	 
    	 
    	 
    	 
    
	
                  - 
      cash payments for Bloomfield Expenses for charges taken in prior
      period

                	 
    	 
    	 
    	 
    	 
    
	
                  -
      non-cash income

                	 
    	 
    	 
    	 
    	 
    
	
                  =
      Consolidated EBITDA

                	 
    	 
    	 
    	 
    	 
    


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

        Minimum
required:

        
          	 
    	 
    
	
                  Three
      months ending March 31, 2010

                	
                  $5,000

                
	
                  Six
      months ending June 30, 2010

                	
                  $80,000

                
	
                  Nine
      months ending September 30, 2010    

                	
                  $140,000

                
	 
    	 
    
	
                  In
      compliance

                	
                  [Yes/No]

                


        

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
3

        Exhibit C-1 to Credit
Agreement

        


        


        


        


        Date:

        


        
          	
                  To:

                	
                  Bank
      of America, N.A., as Administrative
Agent

                


        

        


        Ladies
and Gentlemen:

        


        Reference is made to that certain
Revolving Credit Agreement dated as of May 31, 2007 (as so amended and as may be
further amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Credit Agreement”),
the terms defined therein being used herein as therein described, among Western
Refining, Inc., a Delaware corporation (the “Borrower”), the
various financial institutions that are, or may from time to time become,
parties thereto (each individually a “Lender”, and
collectively, the “Lenders”), and Bank
of America, N.A., as Administrative Agent for the Lenders (the “Administrative
Agent”).

        


        The undersigned Responsible Officer
hereby certifies as of the date hereof that he is a Responsible Officer of the
Borrower, and that, as such, he is authorized to execute and deliver this
certificate to the Administrative Agent on behalf of the Borrower, and to the
best knowledge of the undersigned that:

        


        (a)           The
Borrower is [not]* delinquent in the payment of any storage,
transportation or other charges, the nonpayment of which could give rise to a
lien on Eligible Refinery Hydrocarbon Inventory included in the Borrowing Base
(“Secured
Charges”) and there is [not]* more than three months accrued unpaid
Secured Charges.

        


        (c)           [The
details of the nature and amount of such charges referred to paragraph (a) are
set forth in Schedule I hereto.]*

        

          

        

        
          *
Delete if inapplicable.

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

        IN WITNESS WHEREOF, the undersigned has
executed this certificate as of __________, ____.

        


        


        
          	 
    	
                  WESTERN
      REFINING, INC.,

                	 
    
	 
    	
                  a
      Delaware corporation

                	 
    
	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    
	 
    	
                  By:

                	
                   

                	 
    
	 
    	
                  Name:

                	
                   

                	 
    
	 
    	
                  Title:

                	
                   

                	 
    


        

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
 

        Schedule
I

        


        


        


        
          	
                  S/N

                	
                  Creditor

                	
                  Amount
      Outstanding3

                	
                  Nature of
      Charge

                	
                  Location of Eligible
      

                  Refinery Hydrocarbon
      

                  Inventory

                
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    	 
    


        

        


        

          

        

        
          3 Please
also specify the period for which the aggregate amount is owed (eg. $10,000
representing 2 months of accrued charges from January 2009 to February
2009).