Exhibit
10.1

     

    FIRST AMENDMENT TO REVOLVING
CREDIT AGREEMENT

     

    THIS FIRST AMENDMENT TO REVOLVING
CREDIT AGREEMENT (this "Amendment") is made
and entered into as of June 30, 2008, 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 party thereto (collectively, the "Lenders" and
individually, a "Lender") and the
Borrower entered into that certain Revolving Credit Agreement dated as of May
31, 2007 (as hereby and from time to time amended, restated, supplemented,
modified or replaced, 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 amendment, to be effective as of the date hereof;
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.  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, Additions of,
and Restatements of Terms of the Credit Agreement.  Subject to
the conditions hereof and upon satisfaction of the terms set forth in Section 8, the Credit
Agreement is hereby amended, effective as of the date hereof, as
follows:

     

    (a)           Section
1.01 of the Credit
Agreement is hereby amended by adding the following definitions, in alphabetical
order, to read as follows:

     

    
      
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    "Aggregate
Availability" means the aggregate Availability under this Agreement and
"Availability" as defined in the L/C Credit Agreement.

     

    "Consolidated Senior Leverage
Ratio" means, as of any date of determination, the ratio of (a) (i)
Consolidated Total Indebtedness as of such date less (ii)
Consolidated Subordinated Indebtedness as of such date to (b) Consolidated
EBITDA for the period of the four consecutive fiscal quarters most recently
ended.

     

    "Consolidated Subordinated
Indebtedness" means as of any date of determination, Indebtedness of the
Borrower and the Subsidiaries, on a consolidated basis, which has been
subordinated to the Obligations, the L/C Facility Indebtedness and the Term Loan
Indebtedness in form and substance reasonably satisfactory to the Administrative
Agent.

     

    "Engagement Letter"
means the letter agreement dated as of June 27, 2008 among the Borrower,
Bank of America and Banc of America Securities LLC.

     

    "First Amendment"
means the First Amendment to Revolving Credit Agreement among the parties
thereto dated as of June 30, 2008.

     

    "First Amendment Closing
Date " means June 30, 2008.

     

    "L/C Collateral
Documents" means the "Collateral Documents" under, and as defined in, the
L/C Credit Agreement.

     

    "L/C Credit Agreement"
means that certain L/C Credit Agreement dated as of the First Amendment Closing
Date among the Borrower, as Borrower, Bank of America, as administrative agent
and letter of credit issuer, and the financial institutions party
thereto.

     

    "L/C Facility
Documents" means the "Loan Documents" under, and as defined in, the L/C
Credit Agreement, and any documents governing refinancings, renewals and
extensions of the Indebtedness under the L/C Credit Agreement that are permitted
by Section 7.03(l).

     

    "L/C Facility
Indebtedness" means Indebtedness under the L/C Credit Agreement, and all
refinancings, renewals and extensions thereof that are permitted by Section 7.03(l).

     

    "L/C Refinanced
Indebtedness" has the meaning set forth in Section
7.03(l).

     

    
      
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    "L/C Refinancing
Indebtedness" has the meaning set forth in Section
7.03(l).

     

    "Required Regulatory Capital
Expenditures" means Capital Expenditures required by any Governmental
Authority.

     

    "Total Aggregate
Commitment" means the total of the Aggregate Commitments hereunder and
the "Aggregate Commitments" as defined in the L/C Credit Agreement.

     

    (b)           Section
1.01 of the Credit
Agreement is hereby amended to restate each of the following definitions in
their entirety to read as follows:

     

    "Applicable Rate"
means, from time to time, the following percentages per annum, based upon the
Consolidated Leverage Ratio as set forth below:

     

    
      
        	      
                Applicable
      Rate

              	 
	 	 	 	 	 	 	 	
                Eurodollar
      Rate

              	 	 	 	 
	
                Pricing
      Level

              	 	
                Consolidated
      Leverage
      Ratio

              	 	
                Commitment
      Fee

              	 	 	
                Letters
      of Credit

              	 	 	
                Base
      Rate

              	 
	
                1

              	 	
                ≤
      1.5

              	 	
                0.50%

              	 	 	
                2.25%

              	 	 	
                1.25%

              	 
	
                2

              	 	
                >
      1.5 but ≤ 2.0

              	 	
                0.50%

              	 	 	
                2.375%

              	 	 	
                1.375%

              	 
	
                3

              	 	
                >
      2.0 but ≤ 3.0

              	 	
                0.50%

              	 	 	
                2.50%

              	 	 	
                1.50%

              	 
	
                4

              	 	
                >
      3.0 but ≤ 3.5

              	 	
                0.50%

              	 	 	
                2.75%

              	 	 	
                1.75%

              	 
	
                5

              	 	
                >
      3.5 but ≤ 4.0

              	 	
                0.50%

              	 	 	
                3.00%

              	 	 	
                2.00%

              	 
	
                6

              	 	
                >
      4.0

              	 	
                0.50%

              	 	 	
                3.25%

              	 	 	
                2.25%

              	 


      

    

     

    Any
increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date the Compliance Certificate is delivered pursuant
to Section 6.02(b)
hereof; provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such
Section, the highest Pricing Level shall apply as of the first Business Day
after the date on which such Compliance Certificate was required to be
delivered.

     

    The
Applicable Rate in effect from the First Amendment Closing Date through the date
of the first adjustment pursuant to the preceding paragraph shall be Pricing
Level 6.

     

    Notwithstanding
anything to the contrary in this definition, the determination of the Applicable
Rate for any period shall be subject to the provisions of Section 2.10(b).

     

    "Consolidated Interest
Charges" means, for any period, for the Borrower and its Subsidiaries on
a consolidated basis, the sum of (a) all interest, premium payments, debt
discount, fees, charges and related expenses of the Borrower and its
Subsidiaries in connection with

     

    
      
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    borrowed
money (including capitalized interest) or in connection with the deferred
purchase price of assets, in each case to the extent treated as interest in
accordance with GAAP, (b) the portion of rent expense of the Borrower and
its Subsidiaries with respect to such period under capital leases that is
treated as interest in accordance with GAAP, (c) interest expense
attributable to Synthetic Lease Obligations, and (d) cash dividends paid to
preferred stockholders under Section
7.06(c).

     

    "Consolidated Interest
Coverage Ratio" means, as of any date of determination, the ratio of (a)
Consolidated EBITDA for the period of the four prior fiscal quarters ending on
such date to (b) Consolidated Interest Charges for such period; provided, however,
that for the fiscal quarter ending September 30, 2008, the ratio shall be
calculated for the period of two consecutive fiscal quarters ending on such
date, and for the fiscal
quarter ending December 31, 2008, the ratio shall be calculated for the period
of three consecutive fiscal quarters ending on such date.

     

    "Intercreditor
Agreement" means that certain Intercreditor Agreement substantially in
the form of Exhibit I hereto
dated as the date hereof among the Administrative Agent, the Term Administrative
Agent, the Control Agent, and the Loan Parties, as amended as of the First
Amendment Closing Date.

     

    "Letter of Credit"
means any standby letter of credit issued or deemed issued hereunder, including
each Existing Letter of Credit, but specifically excluding, after the date of
any notice referred to in Section 2.03(n), any Letter of Credit that has
been deemed, pursuant to such Section 2.03(n), to be issued under the L/C
Facility Documents pursuant to the terms thereof and of such Section 2.03(n).

     

    "Letter of Credit
Sublimit" means an amount equal to the Aggregate
Commitments.  In the event the Aggregate Commitments are decreased
pursuant to Section 2.06,
the Letter of Credit Sublimit shall also be decreased so that it shall not be
greater than the dollar amount of the Aggregate Commitments.  The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

     

    "Term Loan Maximum
Amount" means the outstanding Indebtedness under the Term Loan Credit
Agreement plus $100,000,000.

     

    (c)           Section
1.01 of the Credit
Agreement is hereby amended to restate subsection (a) of the definition of
"Change of Control" in its entirety to read as follows:

     

    (a)           any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such
person or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or

     

    
      
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    administrator
of any such plan), other than the Existing Owners, becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, except that a person or group shall be deemed to have "beneficial
ownership" of all securities that such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of time
(such right, an "option right")),
directly or indirectly, of 30% or more of (i) the direct or indirect Equity
Interests of the Borrower or (ii) the Equity Interests of the Borrower entitled
to vote for members of the board of directors or equivalent governing body of
the Borrower on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any
option right); provided, however, that to the extent a change in "beneficial
ownership" in such Equity Interests results from the issuance of new Equity
Interests in the Borrower, with a corresponding payment in cash to the Borrower
for the acquisition of such Equity Interests, the acquisition of up to 40% of
the "beneficial ownership" of such Equity Interests shall not constitute a
"Change of Control";

     

    (d)           Section
2.03 is amended by adding
subsection (n) following Section
2.03(m):

     

    (n)           Transfer of Letters of
Credit to L/C Credit Agreement.  Subject to the terms contained
in the L/C Credit Agreement and upon the request of the Borrower, any Letter of
Credit issued under this Agreement may be deemed by the Issuing Bank in respect
thereof, by notice to the Administrative Agent, to be a Letter of Credit issued
under the L/C Credit Agreement for all purposes.  Any
Letter  of Credit so deemed to have been issued under the L/C Credit
Agreement shall, from and after the date of such notice, (i) be deemed to
have been issued pursuant thereto and shall be subject to and governed by the
terms and conditions thereof, and (ii) no longer constitutes a Letter of
Credit hereunder and all reimbursement obligations of Lenders with respect
thereto under Section
2.03(c) shall immediately terminate.

     

    (e)           Section
2.09(b)(i) is hereby
amended to be restated in its entirety to read as follows:

     

    (i)           The
Borrower agrees to pay to the Arranger and the Administrative Agent for their
own respective accounts fees in the amounts and at the times specified in the
Engagement Letter. Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.

     

    (f)           Sections
2.14(a) and (b) of the Credit Agreement are hereby
amended to be restated in their entirety as follows:

     

    
      
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    (a)           Borrowing Base
Determination.  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 fifteen percent (15%) of the Total
Aggregate Commitments in effect 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 fifteen percent (15%) of the Total Aggregate Commitments in effect
at such time, in
either case by reference to the Borrowing Base Report delivered by the Borrower
to the Administrative Agent pursuant to Section 6.02(g).  The
Borrowing Base shall be subject to adjustment based upon the results of a field
audit pursuant to Section 6.10(b).  The
Borrowing Base shall be equal to the sum of (A) 95% of Eligible U.S.
Government Accounts Receivable; plus (B) 90% of
Eligible Accounts Receivable (other than Eligible U.S. Government Accounts
Receivable) from Preferred Eligible Account Obligors; plus (C) 85% of
Eligible Accounts Receivable (other than Eligible U.S. Government Accounts
Receivable) from Eligible Account Obligors other than Preferred Eligible Account
Obligors; plus
(D) 85% of Eligible Refinery Hydrocarbon Inventory (except for (1) Eligible
Refinery Hydrocarbon Inventory at the Borrower's and its Subsidiaries' service
stations and cardlocks, and (2) Statoil Commingled Inventories), plus (E) 50% of
Eligible Refinery Hydrocarbon Inventory at the Borrower's and the Guarantors'
service stations and cardlocks; plus (F) 60% of
the Lenders' pro rata share of the Statoil Commingled Inventories; plus (G) 50% of
the Eligible Lubricants Inventory; plus (H) 80% of
Eligible In-Transit Crude Oil; plus (I) at the
option of the Borrower, 100% of Eligible Cash; minus (J) 100%
of First Purchase Crude Payables and minus (K) any
Outstanding Amount as defined in the L/C Credit Agreement.  Beginning
July 1, 2009, the percentage contained in subsection (D) above shall reduce
from 85% to 80%.

     

    (b)           Additional
Limitations.  Notwithstanding the foregoing, the dollar amount
of the Borrowing Base comprised of (i) Eligible Refinery Hydrocarbon
Inventory set forth in clause (a)(D) above
and (ii) Eligible In-Transit Crude Oil set forth in clause (a)(H) above
shall not, in the aggregate, exceed 80% of the Borrowing Base.  For
purposes of clarity, it is understood that the term "Borrowing Base" as
used in the preceding sentence means the Borrowing Base as calculated pursuant
to Section 2.14(a),
even if the Borrowing Base as so calculated is greater than the Aggregate
Commitments (provided, that, it is hereby
noted that nothing in this Section 2.14(b)
is intended to alter Section 2.01,
which provides that the Outstanding Amount of outstanding Loans plus the
Outstanding Amount of L/C Obligations may never exceed the current Borrowing
Base).  Beginning July 1, 2009, the percentage limitation contained in
this subsection
(b) shall reduce from 80% to 60%.

     

    (g)           Section
5.13 of the Credit
Agreement is hereby amended to be restated in its entirety to read as
follows:

     

    
      
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    5.13                      Subsidiaries; Equity
Interests.  As of the First Amendment Closing Date, the
Borrower has no Subsidiaries other than those specifically disclosed in Part
(a) of Schedule
5.13, and all of the outstanding Equity Interests in such Subsidiaries
have been validly issued, are fully paid and nonassessable and are owned by a
Loan Party in the amounts specified on Part (a) of Schedule 5.13 free
and clear of all Liens except those created under the Collateral Documents, the
L/C Collateral Documents and the Term Collateral Documents. The Borrower has no
equity investments in any other corporation or entity other than those
specifically disclosed in Part (b) of Schedule
5.13.

     

    (h)           Section
6.02(g) of the Credit
Agreement is hereby amended to be restated in its entirety to read as
follows:

     

    (g)           a
Borrowing Base Report certified by a Responsible Officer of the Borrower as
fairly presenting the Eligible Refinery Hydrocarbon Inventory, Eligible Accounts
Receivable, Statoil Commingled Inventories, Eligible Lubricants
Inventory and Eligible In-Transit Crude Oil (and, if applicable, Eligible Cash)
as of the 15th day or the last day of the relevant month, as applicable, and, if
requested by the Administrative Agent or any Lender, a listing and aging of
Eligible Accounts Receivable by counterparty, and a schedule of inventory
volumes and market rates (with sources); provided, that if Aggregate
Availability is less than fifteen percent (15%) of 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:

     

    (A)           Semi-Monthly
Reporting.  The Borrower shall deliver a Borrowing Base Report
within 12 Business Days following the 15th day and
the last day of each month, unless clause (B) below
applies.  Each semi-monthly Borrowing Base Report shall be prepared as
of the 15th day or
the last day of each calendar month, as applicable, and shall be delivered not
later than 12 Business Days after the end of the applicable period;
and

     

    (B)           Weekly
Reporting.  If during any month Aggregate Availability is less
than fifteen percent (15%) of 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

     

    
      
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    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 fifteen percent (15%) of the Total Aggregate Commitments then in
effect for an entire month;

     

    provided, that if any day on
which a Borrowing Base Report is required to be delivered is not a Business Day,
then the Borrowing Base Report otherwise required to be delivered on such day
shall instead be delivered on the next succeeding Business Day;

     

    (i)           Section 6.02(m) is hereby amended to delete the "." at
the end thereof and substituting "; and" in lieu thereof.

     

    (j)           Section
6.02 is hereby amended by adding the
following subsection (n) after Section
6.02(m):

     

    (n) (i) on
the last Business Day of each month, an updated 13 week cash flow projection and
(ii) on the first Business Day of each week, a report demonstrating variances
from the prior cash flow projection provided under this subsection,
demonstrating variances on a weekly and a cumulative basis, each in form and
substance reasonably satisfactory to the Administrative Agent.

     

    (k)           Section
7.01(b) is hereby amended
to be restated in its entirety to read as follows:

     

    (b)           Liens
existing on the First Amendment Closing Date and listed on Schedule 7.01 and any
renewals or extensions thereof, provided, that (i) the property covered
thereby is not changed, (ii) the amount secured or benefited thereby is not
increased, and (iii) the direct or any contingent obligor with respect
thereto is not changed;

     

    (l)           Section
7.01(m) is hereby amended
to be restated in its entirety to read as follows:

     

    (m)                      Liens
securing obligations under (i) the Term Loan Documents or (ii) the L/C Facility
Documents or securing (x) Refinancing Indebtedness permitted by Section 7.03(b)
or (y) L/C Refinancing Indebtedness permitted by Section 7.03(l),
covering Collateral that is also subject to Liens in favor of the Administrative
Agent, provided that such Liens are subject to the Intercreditor
Agreement;

     

    (m)                      Section
7.02 is hereby amended to
restate subsections (f), (g) and (j) in their entirety to read as
follows:

     

    
      
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    (f)           Investments
in non-wholly-owned Subsidiaries, provided that no Default
exists at the time of or as a result of such Investment and the dollar amount of
such Investments shall not exceed $10,000,000 in the aggregate in any fiscal
year;

     

    (g)           Investments
in Permitted Joint Ventures, provided that no Default
exists at the time of or as a result of such Investment and the dollar amount of
such Investments shall not exceed $10,000,000 in the aggregate during the term
of this Agreement;

     

    (j)           other
Investments not exceeding $15,000,000 in the aggregate during the term of this
Agreement.

     

    (n)           Section
7.03(f) is hereby amended
to be restated in its entirety to read as follows:

     

    (f)           Indebtedness
of the Borrower or any Guarantor in respect of capital leases, Synthetic Lease
Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in Section 7.01(i);
provided, however, that the
aggregate amount of all such Indebtedness at any one time outstanding shall not
exceed $15,000,000;

     

    (o)           Section 7.03(i) is hereby amended to delete the "and"
at the end thereof.

     

    (p)           Section 7.03(j) is hereby amended to delete the "." at
the end thereof and substituting ";" in lieu thereof.

     

    (q)           Section
7.03 is hereby amended by
adding the following subsections (k) and (l) after Section
7.03(j):

     

    (k)           Indebtedness
of the Borrower or any Guarantor which has been subordinated to the Obligations,
the Term Loan Indebtedness and the L/C Facility Indebtedness in form and
substance reasonably satisfactory to the Administrative Agent; and

     

    (l)           Indebtedness
of the Borrower under the L/C Facility Documents, any replacement credit
facility, and any refinancings, renewals or extensions of all or any part of the
foregoing, provided that (i) the material terms (other than pricing and
yield) of such refinancing, renewing, or extending Indebtedness or replacement
revolving credit facility ("L/C Refinancing
Indebtedness") or of any agreement entered into or of any instrument
issued in connection therewith are not less favorable in any material respect to
the Loan Parties or the Lenders than the terms of any agreement or instrument
governing the Indebtedness being refinanced, renewed, extended or replaced
("L/C Refinanced
Indebtedness"); (ii) if such LC Refinancing Indebtedness does not
contain terms pursuant to which availability thereunder is based on a borrowing
base, the aggregate amount of Indebtedness available under such Refinancing
Indebtedness

     

    
      
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    shall not
exceed $200,000,000; (iii) if such L/C Refinancing Indebtedness is secured,
no collateral secures the L/C Refinancing Indebtedness other than collateral
that secures the L/C Refinanced Indebtedness; (iv) such L/C Refinancing
Indebtedness (and, if applicable the Liens securing same) do not contravene the
provisions of the Intercreditor Agreement; and (v) if such L/C Refinancing
Indebtedness is secured, the holders of such L/C Refinancing Indebtedness, or a
duly authorized agent on their behalf, agree in writing to be bound by the
Intercreditor Agreement and the L/C Intercreditor Agreement or enter into a
replacement intercreditor agreement containing terms that are substantially
similar to those of the Intercreditor Agreement and the L/C Intercreditor
Agreement, as may be acceptable to the Administrative Agent.

     

    (r)           Section
7.06 is hereby amended to
be restated in its entirety to read as follows:

     

    7.06       
Restricted
Payments.  Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that:

     

    (a)           so
long as no Default shall have occurred and be continuing at the time of any
action described below or would result therefrom:

     

    (i)           each
Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any
other Person that owns Equity Interests in such Subsidiary, ratably according to
their respective holdings of the type of Equity Interest in respect of which
such Restricted Payment is being made;

     

    (ii)           the
Borrower and each Subsidiary may declare and make dividend payments or other
distributions payable solely in the common stock or other common Equity
Interests of such Person; and

     

    (iii)                      the
Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity
Interests issued by it with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity
Interests; and

     

    (b)           the
Borrower may declare and pay cash dividends to its common stockholders after
December 31, 2009, provided that (i) a pro forma
Compliance Certificate required by Section 6.02(b) has
been furnished to the Administrative Agent for the fiscal period then ended
demonstrating compliance with the financial covenants set forth therein both
prior and subsequent to the payment of such dividends and (ii) the aggregate
amount paid during any fiscal year does not exceed the maximum dollar amount
calculated as follows: the maximum dollar amount

     

    
      
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    for fiscal
year 2010 shall be $20,000,000 and the maximum dollar
amount for each succeeding fiscal year shall be calculated by adding $5,000,000
to the maximum amount in effect for the prior fiscal year; and provided further that
(A) no Default exists at the time such dividends are declared or paid or would
result from the payment thereof or (B) if such dividends are paid within
75 days of declaration thereof, no Default exists at the date of such
declaration; and

     

    (c)           the
Borrower may declare and pay cash dividends to its preferred stockholders with
respect to preferred stock issued after the First Amendment Closing Date, provided that (i) a
pro forma Compliance Certificate required by Section 6.02(b) has
been furnished to the Administrative Agent demonstrating compliance with the
financial covenants set forth therein both prior and subsequent to the payment
of such dividends and (ii) no Default exists at the time such dividends are
declared or paid or would result from the payment thereof.

     

    (s)           Section
7.09 is hereby amended to
be restated in its entirety to read as follows:

     

    7.09       
Burdensome
Agreements.  Enter into or permit to exist any Contractual
Obligation (other than this Agreement, the Term Loan Credit Agreement, the L/C
Credit Agreement, agreements governing Refinancing Indebtedness (subject to
clause (iii) of Section 7.03(b)),
and agreements governing L/C Refinancing Indebtedness (subject to clause (iii)
of Section
7.03(l) that (a) limits the ability (i) of any Subsidiary to
make Restricted Payments to the Borrower or to any Guarantor or to otherwise
transfer property to the Borrower or any Guarantor, or (ii) of any
Subsidiary to Guarantee the Obligations of the Borrower, or (iii) of the
Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on
property of such Person, provided, however,
that this clause (iii) shall not prohibit any negative pledge in favor of
any holder of Indebtedness permitted under Section 7.03(f)
solely to the extent any such negative pledge or other restriction on transfer
of property relates to the property financed by or the subject of such
Indebtedness; or (b) requires the grant of a Lien to secure an obligation
of such Person if a Lien is granted to secure another obligation of such
Person.

     

    (t)           Section
7.11 is hereby amended to
be restated in its entirety to read as follows:

     

    7.11       
Financial
Covenants.

     

    (a)           Permit
the Consolidated Interest Coverage Ratio as of September 30, 2008 or as of
the end of any fiscal quarter thereafter to be less than the ratio set forth
below opposite such fiscal quarter:

     

    
      
        FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT

         

      

      
        Page
11

        
          

        

      

      
         

      

    

     

    
      	
              Fiscal
      Quarter Ending

            	 
      	
              Minimum
      Consolidated Interest Coverage Ratio

            
	
              September 30,
      2008 through March 31, 2009

            	 
      	
              1.50
      to 1.00

            
	
              June
      30, 2009

            	 
      	
              1.75
      to 1.00

            
	
              September
      30, 2009

            	 
      	
              2.00
      to 1.00

            
	
              December
      31, 2009 through September 30, 2010

            	 
      	
              2.50
      to 1.00

            
	
              December
      31, 2010 and thereafter

            	 
      	
              2.75
      to 1.00

            


    

     

    (b)           Prior
to the issuance of Consolidated Subordinated Indebtedness, permit the
Consolidated Leverage Ratio as of March 31, 2009 or as of the end of any
fiscal quarter thereafter to be greater than the ratio set forth below opposite
such fiscal quarter:

     

    
      	
              Fiscal
      Quarter Ending

            	 
      	
              Maximum
      Consolidated Leverage Ratio

            
	
              March
      31, 2009

            	 
      	
              5.00
      to 1.00

            
	
              June
      30, 2009

            	 
      	
              4.75
      to 1.00

            
	
              September
      30, 2009

            	 
      	
              4.50
      to 1.00

            
	
              December 31,
      2009 through September 30, 2010

            	 
      	
              4.00
      to 1.00

            
	
              December
      31, 2010 and thereafter

            	 
      	
              3.50
      to 1.00

            


    

     

    (c)           Upon
the issuance of Consolidated Subordinated Indebtedness, permit the Consolidated
Leverage Ratio as of March 31, 2009 or as of the end of any fiscal quarter
thereafter to be greater than the ratio set forth below opposite such fiscal
quarter:

     

    
      	
              Fiscal
      Quarter Ending

            	 
      	
              Maximum
      Consolidated Leverage Ratio

            
	
              March
      31, 2009

            	 
      	
              5.50
      to 1.00

            
	
              June
      30, 2009

            	 
      	
              5.25
      to 1.00

            
	
              September
      30, 2009

            	 
      	
              5.00
      to 1.00

            
	
              December 31,
      2009 through September 30, 2010

            	 
      	
              4.50
      to 1.00

            
	
              December
      31, 2010 and thereafter

            	 
      	
              4.00
      to 1.00

            


    

     

    (d)           Upon
the issuance of Consolidated Subordinated Indebtedness, permit the Consolidated
Senior Leverage Ratio as of March 31, 2009 or as of the end of any fiscal
quarter thereafter to be greater than the ratio set forth below opposite such
fiscal quarter:

     

    
      	
              Fiscal
      Quarter Ending

            	 
      	
              Maximum
      Consolidated Senior Leverage Ratio

            
	
              March
      31, 2009

            	 
      	
              4.50
      to 1.00

            
	
              June
      30, 2009

            	 
      	
              4.25
      to 1.00

            


    

     

    
      
        FIRST
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        Page
12

        
          

        

      

      
         

      

    

     

    
      	
              September
      30, 2009

            	 
      	
              4.00
      to 1.00

            
	
              December 31,
      2009 through September 30, 2010

            	 
      	
              3.50
      to 1.00

            
	
              December
      31, 2010 and thereafter

            	 
      	
              3.00
      to 1.00

            


    

     

    (e)           Permit
Consolidated EBITDA to be less than (i) $100,000,000 for the period of two
consecutive fiscal quarters ending September 30, 2008 and (ii) $175,000,000 for
the period of three consecutive fiscal quarters ending December 31,
2008.

     

    (u)           Section
7.12 is hereby amended to
be restated in its entirety to read as follows:

     

     

    7.12                      Capital
Expenditures.  Make or become legally obligated to make any
Capital Expenditure, except for Capital Expenditures not exceeding, in the
aggregate for the Borrower and its Subsidiaries, an amount, during each fiscal
year set forth below, equal to the amount set forth opposite such fiscal
year:

     

    
      
        	
                Fiscal
      Year

              	 
      	
                Amount

              
	
                2008

              	 
      	
                $225,000,000

              
	
                2009

              	 
      	
                $160,000,000

              
	
                2010
      and each fiscal year thereafter

              	 
      	
                100,000,000
      plus Required Regulatory Capital
      Expenditures for such fiscal
year

              


      

    

     

    provided, however, that so long
as no Default has occurred and is continuing or would result from such
expenditure, any portion of any amount in Fiscal Year 2008, if not expended in
such fiscal year, may be carried over for expenditure to Fiscal Year
2009.

     

    (v)           Section
7.13 is hereby amended to
be restated in its entirety to read as follows:

     

    7.13       
Prepayment of Certain Other
Indebtedness.   At any time before repayment in full of
all Term Loan Indebtedness, L/C Facility Indebtedness, secured Refinancing
Indebtedness and secured L/C Refinancing Indebtedness, make any voluntary,
optional or other non-scheduled payment, prepayment, redemption or acquisition
for value (including without limitation by way of depositing money or securities
with the trustee with respect thereto before due for the purpose of paying when
due) of any unsecured Indebtedness incurred after the Closing Date and issued
pursuant to Sections 7.03(b),
7.03(i) or
7.03(k).

     

    (w)           The Required Lenders hereby consent to, and
waive the provisions of Section
7.14 of the Credit
Agreement to the extent necessary to permit, the amendments to the Term Loan
Documents effected by the First Amendment to Term Credit Agreement dated as of
the date hereof.

     

    
      
        FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT

         

      

      
        Page
13

        
          

        

      

      
         

      

    

     

    (x)           Section
7.18 is hereby added to the
Agreement to read as follows:

     

    7.18       
Amendments to L/C Facility
Documents.   Amend the terms of the L/C Facility Documents
or of documents governing L/C Refinancing Indebtedness, if such amendment would
(i) unless the availability of Indebtedness thereunder is tied to a
borrowing base formula, increase the aggregate amount of the commitments
thereunder to an amount exceeding $200,000,000 plus the amount of reasonable
fees and expenses incurred in connection with such amendment, (ii) result
in the material terms of such Indebtedness or of any agreement entered into or
of any instrument issued in connection therewith to be less favorable in any
material respect to the Loan Parties or the Lenders, or (iii) contravene
the provisions of the Intercreditor Agreement.

     

    (y)           Section
8.01(e) is hereby amended
to be restated in its entirety to read as follows:

     

    (e)           Cross-Default.

     

    (i)           The
Borrower or any Subsidiary (A) fails to make any payment when due (whether
by scheduled maturity, required prepayment, acceleration, demand, or otherwise)
in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder,
Indebtedness under Swap Contracts, Term Loan Indebtedness or L/C Facility
Indebtedness) having an aggregate principal amount (including undrawn committed
or available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than the Threshold Amount, or
(B) fails to observe or perform any other agreement or condition relating
to any such Indebtedness or Guarantee or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event occurs,
the effect of which default or other event is to cause, or to permit the holder
or holders of such Indebtedness or the beneficiary or beneficiaries of such
Guarantee (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; or

     

    (ii)           There
occurs under any Swap Contract an Early Termination Date (as defined in such
Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which the Borrower or any Subsidiary is the Defaulting Party
(as

     

    
      
        FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT

         

      

      
        Page
14

        
          

        

      

      
         

      

    

     

    defined in
such Swap Contract) or (B) any Termination Event (as so defined) under such
Swap Contract as to which the Borrower or any Subsidiary is an Affected Party
(as so defined) and, in either event, the Swap Termination Value owed by the
Borrower or such Subsidiary as a result thereof is greater than the Threshold
Amount; or

     

    (iii) An
Event of Default as defined in the Term Loan Credit Agreement, the L/C Credit
Agreement, the agreements governing Refinancing Indebtedness or the agreements
governing L/C Refinancing Indebtedness shall occur; or

     

    (z)           Schedules 5.06, 5.13, 7.01, 7.02
and 10.02 to the Credit Agreement are hereby
updated with the Schedules attached hereto, and are hereby added to the Credit
Agreement, and all references to such Schedules in the Credit Agreement and the
other Loan Documents shall mean the Schedules attached
hereto.

     

    (aa)                      Exhibits
C and F to the Credit Agreement is hereby
updated with the Exhibits
C and F attached hereto, which is hereby added
to the Credit Agreement, and all references to such Exhibits in the Credit
Agreement and the other Loan Documents shall mean the Exhibits attached
hereto.

     

    3.           Amendment
to Intercreditor Agreement.

     

    (a)           The Required Lenders
hereby acknowledge and agree that the Intercreditor Agreement shall be
amended
as of the date hereof to include the L/C
Facility Indebtedness as indebtedness that is secured on a pari
passu
basis with the Obligations under the Loan
Documents and any refinancing of the Indebtedness under the Loan
Documents.  Notwithstanding
anything herein or in any Loan Document to the contrary, the Liens and security
interest granted to the Administrative Agent pursuant to the various Loan
Documents and the exercise of any right or remedy by the Administrative Agent
pursuant to the Loan Documents are subject to the provisions of the
Intercreditor Agreement, as amended as of the date
hereof.  Pursuant
to the terms of the Intercreditor Agreement, in the event of any conflict
between the terms of the Intercreditor Agreement and any of the Loan Documents,
the provisions of the Intercreditor Agreement shall govern and
control.

     

    (b)           Each Lender party
hereto authorizes and instructs the Administrative Agent to enter into the First
Amendment to the Intercreditor Agreement dated as of the
First Amendment Closing Date on behalf of the
Lenders, and to take all actions (and execute all documents) required (or deemed
advisable) by it in accordance with the terms of the Intercreditor
Agreement.

     

    4.           New
Intercreditor Agreement.

     

    (a)           The Required Lenders
hereby acknowledge and agree that the Administrative Agent hereunder and the
Administrative Agent under the L/C Credit Agreement are simultaneously entering
into an Intercreditor Agreement (the

     

    
      
        FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT

         

      

      
        Page
15

        
          

        

      

      
         

      

    

     

    "L/C
Intercreditor Agreement") that confirms that
the L/C Facility Indebtedness and the Obligations shall be secured on a
pari
passu
basis.

     

    (b)           Each Lender party
hereto authorizes and instructs the Administrative Agent to enter into the
L/C
Intercreditor Agreement on behalf
of the Lenders, and to take all actions (and execute all documents, including, without
limitation, amendments to the Collateral Documents) required (or deemed
advisable) by it in accordance with the terms of the L/C Intercreditor
Agreement or to effect the
pari
passu
security interests contemplated in Section
3
hereof, this Section
4 or the
L/C Intercreditor Agreement.

     

    5.           Consent of the
Guarantors.  The Guarantors hereby consent, acknowledge and
agree to the amendments and hereby confirm, reaffirm and ratify in all respects
the Guaranties to which each such Guarantor is a party (including without
limitation the continuation of such Guarantor's payment and performance
obligations thereunder upon and after the effectiveness of this Amendment and
the amendments contemplated hereby) and the enforceability of such Guaranty
against such Guarantor in accordance with its terms.

     

    6.           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.

     

    7.           Representations and
Warranties.  The Borrower hereby certifies that after giving effect to this
Amendment:

     

    (a)           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 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 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
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

     

    
      
        FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT

         

      

      
        Page
16

        
          

        

      

      
         

      

    

     

    concepts of reasonableness or by the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar law affecting creditors' rights generally; and

     

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

     

    8.           Conditions to
Effectiveness.  This Amendment shall not be effective
until the following conditions precedent have been satisfied:

     

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

     

    (b)           a replacement Note executed by the
Borrower in favor of each Lender that has requested a Note at least one Business
Day prior to the First Amendment Closing Date;

     

    (c)           the Administrative Agent shall have
received payment or evidence of payment of (i) all fees due and payable to
Banc of America Securities, LLC under the Engagement Letter and (ii) all
reasonable fees and expenses required to be reimbursed or paid by the Loan
Parties under the Loan Documents, including, without limitation, the reasonable
fees and expenses of Winstead PC, counsel to the Administrative Agent and any
financial advisors to the Administrative Agent, in each case under this
clause (b) to the extent invoiced to the Borrower
at least one Business Day prior to the First Amendment Closing
Date;

     

    (d)           the Borrower shall have paid to the
Administrative Agent for the ratable account of each Lender executing this
Amendment a fully earned, non-refundable consent fee equal to 0.50% multiplied by the Commitments of each
such approving Lender,
based on each such Lender's Commitment immediately prior to the First Amendment
Closing Date;

     

    (e)           the Administrative Agent shall have
received resolutions of the board of directors or other appropriate body of the
Borrower and each Guarantor certified by a Responsible Officer which authorize
the execution, delivery and performance by such Person of this Amendment and
such other Loan Documents to be executed in connection herewith to which it is
or is to be a party;

     

    (f)           the Administrative Agent shall have
received a certificate of incumbency certified by a Responsible Officer of the
Borrower and each Guarantor certifying as to the name of each officer or other
representative of such Person (i) who is authorized to sign this Amendment or
any Loan Documents to be executed in connection herewith to which such Person is
or is to be a party (including any certificates contemplated herein), and (ii)
who will, until replaced by other officers or representatives duly authorized
for that purpose, act as its representative for the purposes of signing
documents and giving notices and other communications in connection with the
Loan Documents and the transactions contemplated thereby;

     

    
      
        FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT

         

      

      
        Page
17

        
          

        

      

      
         

      

    

     

    (g)           the Administrative Agent shall have
received certified copies of any amendments of or other changes to the bylaws or
other analogous constitutional document of the Borrower and each Guarantor since
May 31, 2007, certified by a Responsible Officer of such
Person;

     

    (h)           the Administrative Agent shall have
received certificates of appropriate officials as to the existence and good
standing, status or compliance, as applicable, of the Borrower and each
Guarantor in its jurisdiction of incorporation or organization, each such
certificate to be dated as of a current date;

     

    (i)           the Administrative Agent shall have
received a fully executed copy of a First Amendment to the Intercreditor
Agreement in form and substance satisfactory to the Administrative
Agent;

     

    (j)           the Administrative Agent shall have
received a fully executed copy of the L/C Intercreditor Agreement in form and
substance satisfactory to the Administrative Agent;

     

    (k)           the Administrative Agent shall have
received a 13 week cash flow projection for the 13 weeks immediately following
the First Amendment Closing Date in form and substance satisfactory to the
Administrative Agent; and

     

    (l)           the Administrative Agent shall have
received a legal opinion from Davis Polk & Wardwell in form and substance
reasonably satisfactory to the Administrative Agent.

     

    Upon the
satisfaction of the conditions set forth in this Section 8, this
Amendment shall be effective as of the date hereof.

     

    9.           Condition
Subsequent.  Within 30 days after the First Amendment Effective
Date, the Administrative Agent shall have received certified copies of any
amendments of or other changes to the articles or certificates of incorporation,
certificate of formation, certificate of limited partnership, partnership
agreement or other analogous constitutional document of the Borrower and of each
Guarantor since May 31, 2007, certified by the Secretary of State or other
applicable Governmental Authority of the state or other jurisdiction of
incorporation or organization of the Borrower and each Guarantor and dated as of
a current date.

     

    10.           Acknowledgement and
Ratification.  The parties hereto acknowledge that the Term
Loan Credit Agreement is being amended contemporaneously with this Amendment,
and ratify the terms of the Term Loan Credit Agreement, as amended as of the
date hereof.  The Intercreditor Agreement, as amended as of the date
hereof, is hereby ratified and confirmed in all respects and shall remain in
full force and effect in accordance with its terms.

     

    11.           Counterparts.  This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original (including electronic copies) but all of which together shall
constitute one and the same instrument.

     

    
      
        FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT

         

      

      
        Page
18

        
          

        

      

      
         

      

    

     

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

     

    13.           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.

     

    14.           No
Novation.  This Amendment is given as an amendment and
modification of, and not as a payment of, the Obligations of the Borrower and
each other Loan Party under the Credit Agreement and is not intended to
constitute a novation of the Credit Agreement.  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.

     

    15.           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, may not assign
any rights, powers, duties or obligations hereunder.

     

    16.           Expenses.  Without
limiting the provisions of Section 10.04 of the
Credit Agreement, the Borrower agrees to pay all reasonable out of pocket costs
and expenses (including without limitation reasonable fees and expenses of any
counsel, financial advisor, industry advisor and agent for the Administrative
Agent) incurred before or after the date hereof by the Administrative Agent and
its Affiliates in connection with the preparation, negotiation, execution,
delivery and administration of this Amendment and the Loan
Documents.

     

    17.           Release.  As
a material part of the consideration for the Administrative Agent and the
Lenders entering into this Amendment, the Borrower and each Guarantor signing
this Amendment (collectively "Releasor") agree as
follows (the "Release Provision"):

     

    (a)           Releasor hereby releases and forever
discharges the
Administrative Agent and each Lender and the Administrative Agent's and each
Lender's predecessors,
successors, assigns, officers, managers, directors, shareholders,
employees, agents,
attorneys, representatives,
parent corporations, subsidiaries, and affiliates
(hereinafter all of the
above collectively referred to as "Lender
Group") jointly and
severally from any and all
claims, counterclaims,
demands, damages, debts, agreements, covenants, suits, contracts,
obligations, liabilities,
accounts, offsets, rights,
actions, and causes of action of any nature
whatsoever occurring prior
to the date hereof,
including, without
limitation, all claims, demands, and causes of action for
contribution and indemnity,
whether arising at law or
in equity, presently possessed, whether known or unknown, whether
liability be direct or
indirect, liquidated or unliquidated, presently
accrued, whether absolute
or contingent, foreseen or
unforeseen, and whether or
not heretofore asserted ("Claims"), which Releasor may have or claim to have
against any of Lender
Group; except, as to any member of the Lender Group, to the extent that any such
Claims results from any of gross negligence or willful misconduct of that
member.

     

    
      
        FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT

         

      

      
        Page
19

        
          

        

      

      
         

      

    

     

    (b)           Releasor agrees not to sue any of Lender
Group or in any way assist
any other person or entity
in suing Lender Group with respect to any claim released
herein.  The
Release Provision may be pleaded as a full and complete defense to,
and may be used as the
basis for an injunction
against, any action, suit, or other proceeding which may be
instituted, prosecuted, or
attempted in breach of the release contained herein.

     

    (c)           Releasor acknowledges, warrants, and
represents to Lender Group that:

     

    (i)           Releasor
has read and understands the effect of the Release
Provision.  Releasor has had the assistance of independent counsel of
its own choice, or has had the opportunity to retain such independent counsel,
in reviewing, discussing, and considering all the terms of the Release
Provision; and if counsel was retained, counsel for Releasor has read and
considered the Release Provision and advised Releasor to execute the
same.  Before execution of this Amendment, Releasor has had adequate
opportunity to make whatever investigation or inquiry it may deem necessary or
desirable in connection with the subject matter of the Release
Provision.

     

    (ii)           Releasor
is not acting in reliance on any representation, understanding, or agreement not
expressly set forth herein.  Releasor acknowledges that Lender Group
has not made any representation with respect to the Release Provision except as
expressly set forth herein.

     

    (iii)           Releasor
has executed this Amendment and the Release Provision thereof as its free and
voluntary act, without any duress, coercion, or undue influence exerted by or on
behalf of any person.

     

    (iv)           Releasor
is the sole owner of the claims released by the Release Provision, and Releasor
has not heretofore conveyed or assigned any interest in any such claims to any
other person or entity.

     

    (d)           Releasor understands that the Release
Provision was a material consideration in the agreement of
the Administrative Agent
and each Lender to enter
into this Amendment.

     

    (e)           It is the express intent of Releasor
that the release and discharge set forth in the Release Provision be
construed as broadly as possible in favor of Lender Group so as to foreclose
forever the assertion by Releasor of any claims released hereby against Lender
Group.

     

    (f)           If any term, provision, covenant, or
condition of the Release Provision is held by a court of competent
jurisdiction to be invalid, illegal, or unenforceable, the remainder of the
provisions shall remain in full force and effect.

     

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

     

    
      
        FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT

         

      

      
        Page
20

        
          

        

      

      
         

      

    

     

    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 & Assistant Secretary

              	 
      


      

    

     

    
      
        SIGNATURE
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                  BANK
      OF AMERICA, N.A.,

                	 
      
	 	a
      Delaware corporation	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                  By:

                	
                  /s/
      Tyler D. Levings

                	 
      
	 	
                  Name:  
      

                	
                  Tyler
      D. Levings

                	 
      
	 	
                  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/
      Tyler D. Levings

                    	 
      
	 	
                      Name:  
      

                    	
                      Tyler
      D. Levings

                    	 
      
	 	
                      Title:

                    	
                      Senior
      Vice President

                    	 
      


            

          

          


          

          
            
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                        ABN AMRO BANK,
      N.V.,

                      

                    

                  	 
      
	 	      
                    as a
      Lender

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                          
                      By:

                    

                  	
                    /s/
      Jim Moyes

                  	 
      
	 	
                    Name:  
      

                  	
                    Jim
      Moyes

                  	 
      
	 	
                    Title:

                  	
                    Managing
      Director

                  	 
      
	 	 	 	 
	 	      
                    By:

                  	/s/
      John Reed	 
	 	Name:  	John
      Reed	 
	 	      
                    Title:

                  	Director	 


          

        

         

        
          
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                        ALLIED IRISH BANKS,
      P.L.C.,

                      

                    

                  	 
      
	 	      
                    as a
      Lender

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                          
                      By:

                    

                  	
                     /s/
      Vaughn Buck

                  	 
      
	 	
                    Name:  
      

                  	
                    Vaughn
      Buck

                  	 
      
	 	
                    Title:

                  	
                    Vice
      President

                  	 
      
	 	 	 	 
	 	      
                    By:

                  	/s/
      Aidan Lanigan	 
	 	Name:  	Aidan
      Lanigan	 
	 	      
                    Title:

                  	Vice
      President	 


          

        

                                     

        
          
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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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                          THE BANK OF NOVA
      SCOTIA,

                        

                      

                    

                  	 
      
	 	      
                    as a
      Lender

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                    By:

                  	
                    /s/
      Andrew Ostrov

                  	 
      
	 	
                    Name:  
      

                  	
                    Andrew
      Ostrov

                  	 
      
	 	
                    Title:

                  	
                    Director

                  	 
      


          

        

         

        
          
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                        BAYERISCHE LANDESBANK, NEW YORK
      BRANCH,

                      

                    

                  	 
      
	 	      
                    as a
      Lender

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                          
                      By:

                    

                  	
                    /s/
      Georgina Fiordalisi

                  	 
      
	 	
                    Name:  
      

                  	
                    Georgina
      Fiordalisi

                  	 
      
	 	
                    Title:

                  	
                    Vice
      President

                  	 
      
	 	 	 	 
	 	      
                    By:

                  	/s/
      Elke Videgain	 
	 	Name:  	Elke
      Videgain	 
	 	      
                    Title:

                  	Second
      Vice President	 


          

        

         

        
          
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                          COMPASS
      BANK,

                        

                      

                    

                  	 
      
	 	      
                    as a
      Lender

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                          
                      By:

                    

                  	
                    /s/
      Payton K. Swope

                  	 
      
	 	
                    Name:  
      

                  	
                    Payton
      K. Swope

                  	 
      
	 	
                    Title:

                  	
                    Vice
      President

                  	 
      
	 	 	 	 
	 	      
                    By:

                  	/s/
      Collis Sanders	 
	 	Name:  	Collis
      Sanders	 
	 	      
                    Title:

                  	Executive
      Vice President	 


          

        

         

        
          
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                            FORTIS CAPITAL
      CORP.,

                          

                        

                      

                    

                  	 
      
	 	      
                    as a
      Lender

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                          
                      By:

                    

                  	
                    /s/
      Garrett McKinnon

                  	 
      
	 	
                    Name:  
      

                  	
                    Garrett
      McKinnon

                  	 
      
	 	
                    Title:

                  	
                    Vice
      President

                  	 
      
	 	 	 	 
	 	      
                    By:

                  	/s/
      Darrell Holley	 
	 	Name:  	Darrell
      Holley	 
	 	      
                    Title:

                  	Director	 


          

        

         

        
          
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                            GUARANTY
      BANK,

                          

                        

                      

                    

                  	 
      
	 	      
                    as a
      Lender

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                    By:

                  	
                    /s/
      Christopher S. Parada

                  	 
      
	 	
                    Name:  
      

                  	
                    Christopher
      S. Parada

                  	 
      
	 	
                    Title:

                  	
                    Senior
      Vice President

                  	 
      


          

        

      

      


      
        
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                                MIZUHO CORPORATE BANK,
      LTD.,

                              

                            

                          

                        

                      

                    	 
      
	 	      
                      as a
      Lender

                    	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                      By:

                    	
                      /s/
      Leon Mo

                    	 
      
	 	
                      Name:  
      

                    	
                      Leon
      Mo

                    	 
      
	 	
                      Title:

                    	
                      Senior
      Vice President

                    	 
      


            

          

        

         

        
          
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                                    NATIXIS,

                                  

                                

                              

                            

                          

                        	 
      
	 	      
                          as a
      Lender

                        	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                                
                            By:

                          

                        	
                          /s/
      Louis P. Laville, III

                        	 
      
	 	
                          Name:  
      

                        	
                          Louis
      P. Laville, III

                        	 
      
	 	
                          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/
      Erin Niki Stone

                            	 
      
	 	
                              Name:  
      

                            	
                              Erin
      Niki Stone

                            	 
      
	 	
                              Title:

                            	
                              VP-PNCBC

                            	 
      


                    

                  

                

                 

                
                  
                    SIGNATURE
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                                  RAYMOND JAMES BANK,
      FSB,

                                

                              

                            

                          

                        

                      

                    	 
      
	 	      
                      as a
      Lender

                    	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                      By:

                    	
                      /s/
      Garrett McKinnon

                    	 
      
	 	
                      Name:  
      

                    	
                      Garrett
      McKinnon

                    	 
      
	 	
                      Title:

                    	
                      Vice
      President

                    	 
      


            

          

        

         

        
          
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                                    THE ROYAL BANK OF SCOTLAND
      PLC,

                                  

                                

                              

                            

                          

                        

                      

                    	 
      
	 	      
                      as a
      Lender

                    	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                      By:

                    	
                      /s/
      Brian Williams

                    	 
      
	 	
                      Name:  
      

                    	
                      Brian
      Williams

                    	 
      
	 	
                      Title:

                    	
                      Vice
      President

                    	 
      


            

          

        

         

        
          
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                                RZB FINANCE
      LLC,

                              

                            

                          

                        

                      

                    

                  	 
      
	 	      
                    as a
      Lender

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                          
                      By:

                    

                  	
                    /s/
      Shirley Ritch

                  	 
      
	 	
                    Name:  
      

                  	
                    Shirley
      Ritch

                  	 
      
	 	
                    Title:

                  	
                    Assistant
      Vice President

                  	 
      
	 	 	 	 
	 	      
                    By:

                  	/s/
      Christoph Hoedl	 
	 	Name:  	Christoph
      Hoedl	 
	 	      
                    Title:

                  	Group
      Vice President	 


          

        

         

        
          
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                                SOCIETE
      GENERALE,

                              

                            

                          

                        

                      

                    

                  	 
      
	 	      
                    as a
      Lender

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                          
                      By:

                    

                  	
                    /s/
      Emmanuel Chesneau

                  	 
      
	 	
                    Name:  
      

                  	
                    Emmanuel
      Chesneau

                  	 
      
	 	
                    Title:

                  	
                    Managing
      Director

                  	 
      
	 	 	 	 
	 	      
                    By:

                  	/s/
      Chung-Taek Oh	 
	 	Name:  	Chung-Taek
      Oh	 
	 	      
                    Title:

                  	Vice
      President	 


          

        

         

        
          
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                                  SUMITOMO MITSUI BANKING
      CORPORATION,

                                

                              

                            

                          

                        

                      

                    

                  	 
      
	 	      
                    as a
      Lender

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                          
                      By:

                    

                  	
                    /s/
      William Ginn

                  	 
      
	 	
                    Name:  
      

                  	
                    Williams
      Ginn

                  	 
      
	 	
                    Title:

                  	
                    Executive
      Officer

                  	 
      
	 	 	 	 
	 	      
                    By:

                  	/s/
      Aidan Lanigan	 
	 	Name:  	Aidan
      Lanigan	 
	 	      
                    Title:

                  	Vice
      President	 


          

        

         

        
          
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                                    U.S. BANK NATIONAL
      ASSOCIATION,

                                  

                                

                              

                            

                          

                        

                      

                    

                  	 
      
	 	      
                    as a
      Lender

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                          
                      By:

                    

                  	
                    /s/
      Justin M. Alexander

                  	 
      
	 	
                    Name:  
      

                  	
                    /s/
      Justin M. Alexander

                  	 
      
	 	
                    Title:

                  	
                    Vice
      President

                  	 
      
	 	 	 	 
	 	      
                    By:

                  	/s/
      Aidan Lanigan	 
	 	Name:  	Aidan
      Lanigan	 
	 	      
                    Title:

                  	Vice
      President	 


          

        

         

        
          
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                                      WACHOVIA BANK,
      N.A..,

                                    

                                  

                                

                              

                            

                          

                        

                      

                    	 
      
	 	      
                      as a
      Lender

                    	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                      By:

                    	
                      /s/
      Thomas P. Floyd

                    	 
      
	 	
                      Name:  
      

                    	
                      Thomas
      P. Floyd

                    	 
      
	 	
                      Title:

                    	
                      Vice
      President

                    	 
      


            

          

        

         

        
          
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    REAFFIRMATION
OF GUARANTIES

     

    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 its
Guaranty 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 its Guaranty, and
(d) acknowledges and agrees that it has no claims or offsets against, or
defenses or counterclaims to, its Guaranty.

    
      
         

        
          
            	 	      
                    GUARANTOR:

                  	 
	 	 	 
	 	      
                    WESTERN
      REFINING COMPANY, L.P.

                  	 
	 	a Delaware limited partnership	 
	 	 	 	 
	 	 	      
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                      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 & Assistant Secretary

                  	 
      


          

        

      

       

      
        
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                    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 & Assistant Secretary

                  	 
      


          

        

      

      
        
           

          
            
              	 	      
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                      WESTERN
      REFINING GP,
      LLC

                                    

                                  

                                

                              

                            

                          

                        

                      

                    	 
      
	 	      
                      a
      Delaware limited liability company

                    	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                      By:

                    	
                      /s/
      Scott D. Weaver

                    	 
      
	 	
                      Name:  
      

                    	
                      Scott
      D. Weaver

                    	 
      
	 	
                      Title:

                    	
                            
                        Vice President & Assistant
    Secretary

                      

                    	 
      


            

          

        

        
          
            
               

              
                
                  	 	      
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                          WESTERN
      REFINING LP,
      LLC

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        	 
      
	 	      
                          a
      Delaware limited liability company

                        	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                          By:

                        	
                          /s/
      Joan L. Yori

                        	 
      
	 	
                          Name:  
      

                        	
                          Joan
      L. Yori

                        	 
      
	 	
                          Title:

                        	
                                
                            President

                          

                        	 
      


                

              

            

             

            
              
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                  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,
      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 & Assistant
    Secretary

                      

                    	 
      


            

          

        

         

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