EXHIBIT 10.1

     

    
      SECOND
AMENDMENT TO TERM LOAN CREDIT AGREEMENT

       

      THIS SECOND AMENDMENT TO TERM LOAN
CREDIT AGREEMENT (this “Amendment”) is made
and entered into as of May 29, 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”).

       

      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 Term Loan Credit Agreement dated as of May
31, 2007, as amended by that certain First Amendment to Term Loan Credit
Agreement dated as of June 30, 2008 (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 Second
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 Second 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,
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 7 hereof, the
Credit Agreement is hereby amended as follows:

       

      (a)           Section 1.01 of the
Credit Agreement (Defined Terms) is amended by adding the following new
definitions:

       

      “‘Noteholder Intercreditor
Agreement’ means a Collateral Trust and Intercreditor Agreement entered
into by the Administrative Agent pursuant to clause (x) of Section 7.01(o),
substantially in the form of Annex A to the Second
Amendment to Term Loan Credit Agreement dated as of May 29, 2009, with such
changes as may be acceptable to the Administrative Agent.”

       

      “‘Second Amendment to
Intercreditor Agreement’ means an amendment to the Intercreditor
Agreement entered into by the Administrative Agent pursuant to clause (y) of Section 7.01(o),
substantially in the form of Annex B to
the

       

      
         

        SECOND
AMENDMENT TO TERM LOAN CREDIT AGREEMENT

      

      
        
          
          

        

        
          Page
1

          
            

          

        

        
          
          

        

         

      

      Second
Amendment to Term Loan Credit Agreement dated as of May 29, 2009, with such
changes as may be acceptable to the Administrative Agent.”

       

      “‘Section 7.03(m)
Indebtedness’ means Indebtedness incurred by the Borrower and Guarantors
pursuant to Section
7.03(m)(i) or Section
7.03(m)(ii).”

       

      “‘Section 7.03(m)
Refinancing Indebtedness’ has the meaning set forth in Section
7.03(m)(ii).”

       

      (b)           The
definition of “Applicable Rate” set
forth in Section
1.01 of the Credit Agreement (Defined Terms) is amended by adding the
following paragraph to the end thereof:

       

      “Notwithstanding
the foregoing, from and after the time that the Outstanding Amount is reduced to
or below $800,000,000, the Applicable Rate with respect to all Eurodollar Rate
Loans shall be 6.00% and with respect to all Base Rate Loans shall be
5.00%.  The change in the Applicable Rate resulting from such
reduction in the Outstanding Amount shall become effective as of the date of
such reduction.”

       

      (c)           The
first paragraph of the definition of “Consolidated EBITDA”
set forth in Section
1.01 of the Credit Agreement (Defined Terms) is amended in its entirety
to read 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: (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 expense, (iv) if the Outstanding Amount is equal to or less than
$800,000,000 as of the last day of such period, maintenance turnaround expenses
incurred by the Borrower and its Subsidiaries during such period in an aggregate
amount not to exceed $25,000,000, and (v) 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 to the extent included in calculating such Consolidated Net Income:
all non-cash items increasing Consolidated Net Income for such
period.”

       

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

       

      “As used
in the definition of “Loan Documents” and
in Sections
5.19(a), 6.12(b), 9.10(a)(ii), and
10.01(g), the
term “Intercreditor
Agreement” shall include the Noteholder Intercreditor
Agreement.”

       

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

       

      “For the
avoidance of doubt, (x) a payment of principal of or interest on debt securities
convertible into or exchangeable, in whole or in part, for shares of capital
stock of (or other ownership or profit interests in) the Borrower or
any

       

      SECOND AMENDMENT
TO TERM LOAN CREDIT AGREEMENT

      
        
          
          

        

        
          Page
2

          
            

          

        

        
          
          

        

         

      

      Subsidiary,
or (y) a payment made in cash in satisfaction of the Borrower’s or such
Subsidiary’s obligations with respect to the conversion or exchange of any such
securities shall not, in either case, constitute a Restricted
Payment.”

       

      (f)           Clause (y) of Section 2.03(b)(i) of
the Credit Agreement (Prepayments) is amended to read as follows:

       

      “(y) in
the case of any other Debt Issuance (for the avoidance of doubt, including the
issuance of Section 7.03(m) Indebtedness other than Section 7.03(m) Refinancing
Indebtedness), the Borrower shall prepay an aggregate principal amount of the
Loans equal to 100% of such Net Cash Proceeds.”

       

      (g)           Section 7.01 of the
Credit Agreement (Liens) is amended as follows:

       

      (i)           Subsection 7.01(o)
thereof is amended by deleting the reference to “7.01(n)” contained therein and
inserting “7.01(o)” in lieu thereof, and by re-lettering this Subsection as
Subsection
7.01(p).

       

      (ii)           the
following is inserted as a new Section
7.01(o):

       

      “(o)           Liens
on Collateral securing Section 7.03(m) Indebtedness, provided that  (x) the
Administrative Agent and the holders of such Indebtedness (directly or through
an agent, trustee or other representative on their behalf) have agreed to and
are bound by the Noteholder Intercreditor Agreement, and (y) the Second
Amendment to Intercreditor Agreement has become effective and the holders of
such Indebtedness (directly or through an agent, trustee or other representative
for such holders) have agreed to and are bound by the terms of the Intercreditor
Agreement as so amended; and”.

       

      (h)           Section 7.03 of the
Credit Agreement (Indebtedness) is amended as follows:

       

      (i)           Subsection 7.03(k) is
amended to read as follows:

       

      “(k)           Indebtedness
of the Borrower or any Guarantor which has been subordinated to the Obligations,
the L/C Facility Indebtedness, the Revolver Indebtedness and Section 7.03(m)
Indebtedness in form and substance reasonably satisfactory to the Administrative
Agent;”.

       

      (ii)           Subsection 7.03(l) is
amended by replacing “.” at the end thereof with “; and”.

       

      (iii)           The
following is inserted as a new Subsection
7.03(m):

       

      “(m)           (i)
Indebtedness incurred by the Borrower and Guarantees thereof by the Guarantors,
provided that (A) the maturity date of such Indebtedness is no earlier than the
Maturity Date, (B) there are no scheduled repayments of principal of such
Indebtedness or sinking fund payments prior to the Maturity Date, (C) the
documents or instruments governing such Indebtedness do not contain any
maintenance financial covenant, and (D) at the time of the issuance of any such
Indebtedness, an amount equal to 100% of the Net Cash

       

      SECOND AMENDMENT
TO TERM LOAN CREDIT AGREEMENT

      
        
          
          

        

        
          Page
3

          
            

          

        

        
          
          

        

      

       

      Proceeds
thereof is applied to repay the Outstanding Amount of Loans in accordance with
Section 2.03;
and (ii) refinancings, renewals or extensions of all or any part of any
Indebtedness incurred in accordance with the foregoing clause (i) (“Section 7.03(m) Refinancing
Indebtedness”), provided that (A) the maturity date of such Section
7.03(m) Refinancing Indebtedness is no earlier than the Maturity Date, (B) there
are no scheduled repayments of principal of such Section 7.03(m) Refinancing
Indebtedness or sinking fund payments prior to the Maturity Date, and (C) the
principal amount of such Section 7.03(m) Refinancing Indebtedness does not
exceed the principal amount of Section 7.03(m) Indebtedness being refinanced,
renewed or extended except by an amount equal to accrued and unpaid interest,
prepayment premium, fees and expenses reasonably incurred in connection with
such refinancing, renewal or extension.”

       

      (i)           Section 7.09 of the
Credit Agreement (Burdensome Agreements) is amended by adding references to
Section 7.03(m) Indebtedness so that the language that precedes clause (a) thereof
reads in its entirety as follows:

       

      “7.09
Burdensome
Agreements.  Enter into or permit to exist any Contractual
Obligation (other than this Agreement, the Revolving Credit Agreement, the L/C
Credit Agreement, agreements governing Refinancing Indebtedness (subject to
clause (iii) of
Section
7.03(b)), agreements governing L/C Refinancing Indebtedness (subject to
clause (iii) of
Section
7.03(l)) and agreements governing Section 7.03(m) Indebtedness (provided
that the terms therein contained of the type described in this Section 7.09 are no
more restrictive than the terms of this Agreement)) that.”

       

      (j)           Section 7.11 of the
Credit Agreement (Financial Covenants) is amended by adding the following to the
end thereof:

       

      “From and
after the date (the “Prepayment Date”) the
Outstanding Amount is reduced to an amount that is equal to or less than
$800,000,000, the provisions of subsections (a)
through (e) of
this Section
7.11 shall no longer apply.  Instead, (x) if the Prepayment
Date is on or before September 30, 2010, then (i) as of the last day of the
fiscal quarter during which the Prepayment Date occurs and the last day of each
fiscal quarter thereafter through September 30, 2010, the Borrower shall not
permit the Consolidated Interest Coverage Ratio to be less than 2.00 to
1.00, or the Consolidated Leverage Ratio to be greater than 4.50 to
1.00, and (ii) as of December 31, 2010 and the last day of each fiscal quarter
thereafter, the Borrower shall not permit the Consolidated Interest Coverage
Ratio to be less than 2.50 to
1.00, or the Consolidated Leverage Ratio to be greater than 4.00 to
1.00, and (y) if the Prepayment Date is after September 30, 2010, then on the
last day of the fiscal quarter during which the Prepayment Date occurs and the
last day of each fiscal quarter thereafter, the Borrower shall not permit the
Consolidated Interest Coverage Ratio to be less than 2.50 to
1.00, or the Consolidated Leverage Ratio to be greater than 4.00 to
1.00.”

       

      (k)           Clause (e) of Section 8.01 of the
Credit Agreement (Events of Default) is amended as follows:

       

      SECOND AMENDMENT
TO TERM LOAN CREDIT AGREEMENT

      
        
          
          

        

        
          Page
4

          
            

          

        

        
          
          

        

         

      

      (i)           Subsection (i) is
amended to restate the second parenthetical appearing therein to read in its
entirety as follows:

       

      “(other
than Indebtedness hereunder, Indebtedness under Swap Contracts, Revolver
Indebtedness, L/C Facility Indebtedness and Section 7.03(m)
Indebtedness)”.

       

      (ii)           Subsection (iii) is
amended to read as follows:

       

      “(iii)           An
Event of Default as defined in the Revolving Loan Credit Agreement, the L/C
Credit Agreement, the agreements governing Refinancing Indebtedness, the
agreements governing L/C Refinancing Indebtedness, or the agreements governing
Section 7.03(m) Indebtedness (including, for the avoidance of doubt, the
agreements governing Section 7.03(m) Refinancing Indebtedness) shall occur;
or”.

       

      (l)           Section 10.18 of the
Credit Agreement (Other Liens on Collateral; Terms of Intercreditor Agreement;
Etc.) is amended by adding the following as clauses (e) and (f)
thereof:

       

      “(e)           EACH
LENDER (I) CONSENTS TO THE TERMS OF THE NOTEHOLDER INTERCREDITOR AGREEMENT AND
AGREES TO BE BOUND THEREBY, AND  (II) AUTHORIZES AND INSTRUCTS THE
ADMINISTRATIVE AGENT TO (A) ENTER INTO THE NOTEHOLDER INTERCREDITOR AGREEMENT ON
BEHALF OF THE LENDERS, AND (B) TAKE ALL ACTIONS AND EXECUTE ALL DOCUMENTS
REQUIRED OR DEEMED ADVISABLE BY THE ADMINISTRATIVE AGENT IN CONNECTION
THEREWITH.  THE TERMS OF THE NOTEHOLDER INTERCREDITOR AGREEMENT SHALL
BE BINDING ON EACH LENDER, AND ITS SUCCESSORS AND ASSIGNS.

       

      (f)  From
and after the effective date of the Noteholder Intercreditor Agreement and for
so long as the Noteholder Intercreditor Agreement is in effect, all references
in the Credit Agreement to Liens in favor of the Administrative Agent shall be
deemed to include Liens in favor of the Collateral Trustee acting pursuant to
the Noteholder Intercreditor Agreement.  Subject to Section 10.01 of
the Credit Agreement, the Lenders authorize the Administrative Agent to direct
the Collateral Trustee to take action (or refrain from taking action) under the
Collateral Documents and to instruct the Collateral Trustee to take (or refrain
from taking) any and all actions that the Administrative Agent is authorized to
take pursuant to the Credit Agreement with respect to Collateral and matters
incidental thereto.”

       

      (m)           Exhibit C to the
Credit Agreement (Compliance Certificate) is amended by replacing Schedule 1 with the
schedule set forth on Annex C attached to
this Amendment, replacing Schedule 2 with
“Intentionally Deleted”, and replacing each reference to “Section 7.01(o)” on
Schedule 3 with
“Section
7.01(p)”.  All references to such schedules in the Credit
Agreement, Exhibit
C, and the other Loan Documents shall mean such schedules as amended
hereby.

       

      SECOND AMENDMENT
TO TERM LOAN CREDIT AGREEMENT

      
        
          
          

        

        
          Page
5

          
            

          

        

        
          
          

        

         

      

      3.           The
Required Lenders hereby (a) consent to the amendments to the Revolver Loan
Documents effected by the Second Amendment to the Revolving Credit Agreement
among the parties thereto to be dated on or about May 29, 2009, and (b) waive
the provisions of Section 7.14 of the
Credit Agreement (Amendments to Revolver Loan Documents) to the extent necessary
to permit such amendments.

       

      4.           Noteholder Intercreditor
Agreement, Second Amendment to Intercreditor Agreement and Amendments to and
Restatements of Collateral Documents.

       

      (a)           Noteholder Intercreditor
Agreement.  The undersigned Lenders hereby (i) consent to the
terms of the Noteholder Intercreditor Agreement and agree to be bound thereby,
and (ii) authorize and instruct the Administrative Agent to (A) enter into the
Noteholder Intercreditor Agreement on behalf of the Lenders, and (B) take all
actions and execute all documents required or deemed advisable by the
Administrative Agent in connection therewith.  The terms of the
Noteholder Intercreditor Agreement shall be binding on all Lenders, and their
successors and assigns.

       

      (b)           Amendment to Intercreditor
Agreement.  The undersigned Lenders hereby (i) consent to the
terms of the Second Amendment to Intercreditor Agreement and agree to be bound
thereby, and (ii) authorize and instruct the Administrative Agent to (A) enter
into the Second Amendment to Intercreditor Agreement on behalf of the Lenders,
and (B) take all actions and execute all documents required or deemed advisable
by the Administrative Agent to effectuate the foregoing.  The
Intercreditor Agreement, as amended pursuant to the Second Amendment to
Intercreditor Agreement, shall be binding on all Lenders, and their successors
and assigns.

       

      (c)           Amendments to and
Restatements of Collateral Documents; Actions under Collateral
Documents.  The undersigned Lenders hereby authorize the
Administrative Agent to (i) assign the Administrative Agent’s Liens
and other rights and interests under the Collateral Documents to the collateral
trustee(s) named in the Noteholder Intercreditor Agreement (collectively, the
“Collateral
Trustee”), (ii) enter into such amendments to and restatements of the
Collateral Documents, and enter into other documents or instruments, as may be
required by or deemed acceptable to the Administrative Agent to effectuate the
pari passu status of the Liens securing the Obligations and the Liens securing
the Section 7.03(m) Indebtedness, and (iii) subject to Section 10.01 of the
Credit Agreement, the Lenders authorize the Administrative Agent to direct the
Collateral Trustee to take action (or refrain from taking action) under the
Collateral Documents and to instruct the Collateral Trustee to take (or refrain
from taking) any and all actions that the Administrative Agent is authorized to
take pursuant to the Credit Agreement with respect to Collateral and matters
incidental thereto.

       

      (d)           Acknowledgement by
Lenders. Notwithstanding anything herein or in any Loan Document to the
contrary, the Liens and security interests securing the Obligations and the
exercise of any right or remedy by the Administrative Agent or the Collateral
Trustee pursuant to the Loan Documents will be subject to (i) the provisions of
the Noteholder Intercreditor Agreement, and (ii) the provisions of the
Intercreditor Agreement as amended pursuant to Section 4(b) of this
Amendment.  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.  Pursuant to the terms of the Noteholder
Intercreditor Agreement, in the event of any conflict between the terms of the
Noteholder Intercreditor Agreement

       

      SECOND AMENDMENT
TO TERM LOAN CREDIT AGREEMENT

      
        
          
          

        

        
          Page
6

          
            

          

        

        
          
          

        

      

       

      and
any of the Loan Documents, the provisions of the Noteholder Intercreditor
Agreement shall govern and control.

       

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

       

      6.           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.

       

      7.           Conditions to
Effectiveness. This Amendment shall be effective on the date (the “Second 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; and

       

      (b)           the
Borrower shall have paid all fees then due and payable to Banc of America
Securities LLC, and 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 Second Amendment Effective
Date.

       

      SECOND AMENDMENT
TO TERM LOAN CREDIT AGREEMENT

      
        
          
          

        

        
          Page
7

          
            

          

        

        
          
          

        

         

      

      8.           Waiver of Notice of
Prepayment.  The Administrative Agent and Required Lenders
waive the requirement in Section 2.03 of the
Credit Agreement that the Borrower provide the Administrative Agent with prior
notice of prepayment of the Loans upon the issuance of Section 7.03(m)
Indebtedness.

       

      9.           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
Agreement by telecopy or in electronic form shall be effective as the delivery
of a manually executed counterpart.

       

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

       

      11.           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.

       

      12.           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. 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.

       

      13.           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.

       

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

       

       

       

       

       

      SECOND AMENDMENT
TO TERM LOAN CREDIT AGREEMENT

      
        
          
          

        

        
          Page
8

          
            

          

        

        
          
          

        

         

      

      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/ Gary
    Dalke	 
	Name: 	Gary Dalke	 
	Title: 	Chief Financial
      Officer	 


      

       

       

       

      
        SIGNATURE
PAGE TO

        SECOND
AMENDMENT TO TERM LOAN CREDIT AGREEMENT

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                
                  BANK
      OF AMERICA, N.A.,

                  as Administrative
      Agent

                

              	 
	 	 	 
	 	 	 
	By: 	/s/ Ronald E.
      McKaig	 
	 	Ronald E.
      McKaig	 
	 	Senior Vice
      President	 


      

       

       

      
        
           

          SIGNATURE
PAGE TO

          SECOND
AMENDMENT TO TERM LOAN 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/ Gary
    Dalke	 
	Name: 	Gary Dalke	 
	Title: 	Chief Financial
      Officer	 


        

         

         

         

        
          
            SIGNATURE
PAGE TO

            SECOND
AMENDMENT TO TERM LOAN 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/ Gary
    Dalke	 
	Name:
     	Gary Dalke	 
	Title: 	Chief Financial
      Officer	 


          

           

           

        

      

      
        
          	
                  
                    
                      
                        WESTERN
      REFINING GP, LLC,

                        a
      Delaware limited liability company

                      

                    

                  

                	 
	 	 	 
	 	 	 
	By: 	/s/ Gary
    Dalke	 
	Name: 	Gary Dalke	 
	Title: 	Chief Financial
      Officer	 


        

         

         

        
          
            	
                    
                      
                        
                          WESTERN
      REFINING LP, LLC,

                          a
      Delaware limited liability company

                        

                      

                    

                  	 
	 	 	 
	 	 	 
	By: 	/s/ Joan L.
      Yori	 
	Name: 	Joan L.
    Yori	 
	Title: 	President	 


          

           

           

           

          
            
              SIGNATURE
PAGE TO

              SECOND
AMENDMENT TO TERM LOAN 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, INC.,

                              a
      Delaware corporation

                              WESTERN
      REFINING WHOLESALE, INC.,

                              an
      Arizona corporation

                              SAN
      JUAN REFINING COMPANY,

                            

                            a
      New Mexico corporation

                          

                        

                      

                    

                  	 
	 	 	 
	 	 	 
	By: 	/s/ Gary
    Dalke	 
	Name: 	Gary Dalke	 
	Title: 	Chief Financial
      Officer	 


          

           

           

           

          
            
              SIGNATURE
PAGE TO

              SECOND
AMENDMENT TO TERM LOAN CREDIT AGREEMENT