EXHIBIT 10.2


 


 


EXECUTION
VERSION


  





AMENDMENT
NO. 3 TO THE





TERM LOAN
CREDIT AGREEMENT 


 


This
AMENDMENT NO. 3 TO THE TERM LOAN CREDIT AGREEMENT, dated as of May 27, 2016 (this “Amendment”), is entered
into by and among Western Refining, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank
of America”), as administrative agent (in such capacity, the “Administrative Agent”), and the Lenders
named on the signature pages hereto (constituting the Required Lenders), and acknowledged by the Guarantors named on the signature
pages hereto.


 


PRELIMINARY
STATEMENTS:


 


WHEREAS,
the Borrower, the Administrative Agent, and certain financial institutions and other Persons from time to time party thereto (collectively,
the “Lenders”) are parties to that certain Term Loan Credit Agreement, dated as of November 12, 2013 (as the
same may have been amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”;
capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to those terms in the
Credit Agreement, as amended hereby); and


 


WHEREAS,
the parties hereto wish to enter into certain amendments, supplements or other modifications to the Credit Agreement as provided
herein, subject to the terms and conditions set forth below.


 


NOW,
THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section
1Amendments to the Credit Agreement on the Third Amendment Effective Date. The Credit Agreement is, effective as of
the Third Amendment Effective Date (as hereinafter defined) and subject to the satisfaction of the conditions precedent set forth
in Section 3 hereof, hereby amended as follows:


 


(a)Section
1.01 of the Credit Agreement is hereby amended by adding in the correct place alphabetically the following additional definitions:


 


““Affiliate
Disposition” has the meaning set forth in Section 7.06(b)(xiv).”


 


““Affiliate
Disposition Net Cash Proceeds” has the meaning set forth in Section 7.06(b)(xiv).”


 


““Affiliate
Disposition Prepayment Offer” has the meaning set forth in Section 7.06(b)(xiv).”


 




    

	 	-1-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

““All-In
Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront
fees, Eurodollar Rate floor and/or Base Rate floor, or otherwise, in each case incurred or payable by the Borrower generally to
the lenders; provided that (a) OID and upfront fees to be included in the calculation of “All-In Yield” shall
only include such OID and upfront fees payable in the initial primary syndication of such Indebtedness, and (b) OID and upfront
fees shall be equated to interest rate assuming a four-year life to maturity (or, if less, the stated life to maturity at the
time of its incurrence of the applicable Indebtedness); provided, further, that “All-In Yield” shall
not include arrangement fees, structuring fees, commitment fees and underwriting fees or other fees not paid generally to all
lenders of such Indebtedness.”


 


““Bail-in
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect
of any liability of an EEA Financial Institution.”


 


““Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule.”


 


““EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which
is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country
that is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.”


 


““EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.”


 


““EEA
Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.”


 


““EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor person), as in effect from time to time.”


 


““Incremental
Equivalent Debt” means Indebtedness in the form of notes in lieu of Incremental Term Loans or Incremental Term Commitments,
which notes shall be secured by the Collateral on a pari passu basis with Liens securing the Obligations; provided,
that:


 


(a)the
aggregate outstanding amount thereof does not exceed the Available Incremental Amount,


 




    

	 	-2-	Western Refining – Amendment No. 3 
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(b)no
Event of Default exists immediately prior to or after giving effect to such Incremental Equivalent Debt,


 


(c)the
Weighted Average Life to Maturity applicable to such Incremental Equivalent Debt is no shorter than the Weighted Average Life
to Maturity of the then-existing Term Loans,


 


(d)the
final maturity date with respect to such Incremental Equivalent Debt is no earlier than the Latest Maturity Date on the date of
the issuance or incurrence, as applicable, thereof,


 


(e)the
holders of such Indebtedness, or a duly authorized agent on their behalf, agree in writing to be bound by a customary intercreditor
agreement reasonably satisfactory to the Administrative Agent, and


 


(f)no
such Indebtedness may be (i) guaranteed by any Person which is not a Loan Party or (ii) secured by any assets other than the Collateral;


 


provided,
further, that in the event that the highest applicable All-In Yield that may, under any circumstances, be payable with
respect to any Incremental Equivalent Debt that is issued or incurred, as applicable, exceeds the lesser of (x) 6.50% and (y)
if Incremental Term Loans are then outstanding, the highest applicable All-In Yield that may, under any circumstances, be payable
with respect to Incremental Term Loans then outstanding plus 50 basis points, then, as a condition to the issuance or incurrence,
as applicable, of such Incremental Equivalent Debt, the Applicable Rate for the Term Loans shall be adjusted so that the All-In
Yield for such Incremental Equivalent Debt does not exceed the All-In Yield for the Term Loans by more than 50 basis points; provided,
further, if such Incremental Equivalent Debt constitutes (1) fixed-rate Indebtedness or (2) floating-rate Indebtedness
with a life to maturity of at least four years, such All-In Yield with respect to the Incremental Term Loans shall be calculated
using the margin and any OID or upfront fees consistent with the treatment thereof under the definition of All-In Yield; provided,
further, for purposes of calculating the All-In Yield for any Incremental Equivalent Debt that constitutes fixed-rate Indebtedness,
the fixed rate coupon of such Indebtedness shall be swapped to a floating rate on a customary matched-maturity basis, and the
All-In Yield of such fixed-rate Indebtedness on a floating rate basis shall be reasonably determined in a customary manner by
the Administrative Agent based on customary financial methodology in consultation with the Borrower (or, if the Administrative
Agent declines (or is unable) to determine such All-In Yield or the appropriate floating rate swap on a matched-maturity basis,
as reasonably determined in a customary manner based on customary financial methodology by a financial institution reasonably
acceptable to the Administrative Agent and the Borrower).”


 


““Incremental
Term Supplement” has the meaning set forth in Section 2.12(a).”


 


““NTI
LP” means Northern Tier Energy LP.”


 


““NTI
Purchase Date” means the first date, if any, on which the Borrower owns, directly or indirectly, 100% if the Equity
Interests of NTI LP.”


 




    

	 	-3-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

““Replacement
Assets” means (i) assets that will be used or useful in a business permitted under Section 7.07 or
(ii) Equity Interests of a Person engaged, directly or indirectly, in such a business that (x) is (or is expected to
become) an MLP Subsidiary or (y) is or will become a Restricted Subsidiary.”


 


““Third
Amendment” means that certain Amendment No. 3 to the Term Loan Credit Agreement, dated as of May 27, 2016, by and among
the Borrower, the Administrative Agent and the Lenders party thereto.”


 


““Third
Amendment Effective Date” has the meaning set forth in the Third Amendment.”


 


““Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of
such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.”


 


(b)The
definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety
as follows:


 


““Applicable
Rate” means (a) 4.25% with respect to Eurodollar Rate Loans and (b) 3.25% with respect to Base Rate Loans.”


 


(c)The
definition of “Available Incremental Amount” in Section 1.01 of the Credit Agreement is hereby amended and restated
in its entirety as follows:


 


““Available
Incremental Amount” means, at any time, (a) the greater of (i) $200,000,000 and (ii) the sum of (A) $200,000,000 plus
(B) the difference between (x) the aggregate amount of Term Loan Commitments as of the Closing Date and (y) the aggregate
principal amount of Term Loans outstanding at such time (after giving pro forma effect to any repayment or prepayment thereof
being made with the proceeds on Incremental Term Loans or Incremental Equivalent Debt being substantially simultaneously incurred
or issued in reliance on the Available Incremental Amount) minus (b) the aggregate principal amount of all Incremental
Term Loans and/or Incremental Equivalent Debt incurred or issued in reliance on the Available Incremental Amount and outstanding
at such time (after giving pro forma effect to any repayment or prepayment thereof being made with the proceeds on Incremental
Term Loans or Incremental Equivalent Debt being substantially simultaneously incurred or issued in reliance on the Available Incremental
Amount); provided that, to the extent the difference between (a)(ii)(B)(x) and (a)(ii)(B)(y) or the difference between
(a) and (b), in each case of this definition, would result from any prepayment of Term Loans, Incremental Term Loans or Incremental
Equivalent Debt from the proceeds of any Disposition of Collateral pursuant to Sections 2.03(b)(iii) or (iv)(B),
then the amount of such prepayment shall not be included.”


 




    

	 	-4-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

(d)The
definition of “Defaulting Lender” in Section 1.01 of the Credit Agreement is hereby amended by:


 


(i)deleting
the word “or” at the end of clause (d)(ii) thereof; and


 


(ii)replacing
“or appointment;” in clause (d)(iii) thereof with “or appointment, or (iv) become the subject of a Bail-in Action;”.


 


(e)The
definition of “Extraordinary Receipts” in Section 1.01 of the Credit Agreement is hereby amended by replacing the
expression “assets used in the business of the Borrower and its Restricted Subsidiaries” with the expression “Replacement
Assets”.


 


(f)The
definition of “Loan Notice” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety
as follows:


 


““Loan
Notice” means a notice of (a) a Borrowing of Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation
of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or
such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.”


 


(g)The
definition of “Permitted Investments” in Section 1.01 of the Credit Agreement is hereby amended by:


 


(i)deleting
the word “and” at the end of clause (n) thereof;


 


(ii)replacing
“thereof).” at the end of clause (o) thereof with “thereof); and”; and


 


(iii)adding,
immediately after clause (o) thereof, the following clause (p):


 


“(p)the
acquisition of direct or indirect Equity Interests in Northern Tier Energy LP.”


 


(h)The
definition of “Responsible Officer” in Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety as follows:


 


““Responsible
Officer” means the chief executive officer, president, chief financial officer, chief accounting officer, treasurer
or assistant treasurer of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer
of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other
officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and
the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be


 




    

	 	-5-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. With respect to documents
delivered pursuant to Article IV, the term “Responsible Officer” shall also include the chief administrative
officer of the Borrower.”


 


(i)Section
2.02(a) of the Credit Agreement is hereby amended by:


 


(i)
amending and restating the first three sentences thereof as follows:


 


“(a)Each
Borrowing, each conversion of Loans of any Class from one Type to the other, and each continuation of Eurodollar Rate Loans shall
be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by a Loan Notice or by telephone.
Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days
prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of
Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested borrowing date of any Borrowing of Base Rate Loans. Each
telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative
Agent of a Loan Notice.”; and


 


(ii)deleting
the parenthetical “(whether telephonic or written)”.


 


(j)Section
2.03(a)(i) of the Credit Agreement is hereby amended by inserting the expression “in a form acceptable to the Administrative
Agent and be” immediately after the expression “such notice must be”.


 


(k)Section
2.03(a)(ii) of the Credit Agreement is hereby amended by replacing “Closing Date” with “Third Amendment Effective
Date”.


 


(l)Section
2.03(b)(ii) of the Credit Agreement is hereby amended by replacing the expression “assets used in the businesses of the
Borrower or its Restricted Subsidiaries” with the expression “Replacement Assets”.


 


(m)Section
2.03(b)(iii) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(iii)(A)
If Net Cash Proceeds received on or after the Closing Date by the Borrower or any of its Restricted Subsidiaries from one or more
Dispositions (other than (x) Dispositions to the Borrower or to a Restricted Subsidiary permitted by Section 7.05(b)(ii)
and (y) Affiliate Dispositions in connection with which the Borrower delivers an Affiliate Disposition Prepayment Offer pursuant
to Section 7.06(b)(xiv)) exceed during any calendar year, an aggregate amount equal to $50,000,000 (the portion of such
Net Cash Proceeds that exceeds $50,000,000 is herein referred to as “Excess Disposition Net Cash Proceeds”)
the Borrower shall make an offer to the Lenders to prepay an aggregate principal amount of the Term Loans and, if so provided
in the Incremental Term


 




    

	 	-6-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

Supplement
applicable thereto, Incremental Term Loans, equal to such Excess Disposition Net Cash Proceeds pursuant to Section 2.03(c)
and, to the extent such offer is declined, the Borrower may retain such declined amounts, provided, however,
for so long as no Event of Default shall have occurred and be continuing, the Borrower or a Subsidiary may reinvest such Excess
Disposition Net Cash Proceeds (other than Net Cash Proceeds in connection with the Disposition of a Refinery) in Replacement Assets,
and in the case of any Excess Disposition Net Cash Proceeds that have not been reinvested within one year from the receipt thereof
by the Borrower or such Subsidiary, the Borrower shall immediately upon the expiration of such one-year period, make an offer
to the Lenders to prepay an aggregate principal amount of the Term Loans and, if so provided in the Incremental Term Supplement
applicable thereto, Incremental Term Loans, equal to such Excess Disposition Net Cash Proceeds pursuant to Section 2.03(c).


 


(B)
With respect to Affiliate Disposition Net Cash Proceeds in connection with which the Borrower delivers an Affiliate Disposition
Prepayment Offer pursuant to Section 7.06(b)(xiv), the Borrower shall prepay an aggregate principal amount of the Term
Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, equal to the amount of
Affiliate Disposition Net Cash Proceeds offered to be prepaid under such Affiliate Disposition Prepayment Offer pursuant to Section
2.03(c).”


 


(n)The
proviso at the end of Section 2.03(b) of the Credit Agreement is hereby amended by inserting the language “or any Incremental
Equivalent Debt that is secured on a pari passu basis with the Obligations (or any Permitted Refinancing Indebtedness in
respect thereof that is secured on a pari passu basis with the Obligations)” immediately after the parenthetical
“(or any Permitted Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations)”
contained therein.


 


(o)Section
2.03(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(c)With
respect to (x) any offer to prepay Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental
Term Loans, to be made pursuant to Section 2.03(b)(iii)(A) above or (y) any Affiliate Disposition Prepayment Offer delivered
to the Administrative Agent pursuant to Section 7.06(b)(xiv), the Borrower shall notify the Administrative Agent by 12
Noon (New York City time) on or before the third Business Day after the Borrower is in receipt of the applicable Excess Disposition
Net Cash Proceeds or Affiliate Disposition Net Cash Proceeds, as the case may be (or, as applicable, three Business Days prior
to the expiration of the one-year period referred to in the proviso of Section 2.03(b)(iii)(A)), as to which (i) with respect
to clause (x) above, it proposes to make such offer of the receipt of such Excess Disposition Net Cash Proceeds and its offer
to prepay the Term Loans at par and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans
on the fourth Business Day following receipt of such notice by


 




    

	 	-7-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

the
Administrative Agent, or (ii) with respect to clause (y) above, it proposes to prepay the Term Loans and, if so provided in the
Incremental Term Supplement applicable thereto, Incremental Term Loans, in accordance with such Affiliate Disposition Prepayment
Offer on the fourth Business Day following receipt of such notice by the Administrative Agent. The Administrative Agent shall
then notify each of the applicable Lenders of such offer. Each Lender, at its option, may elect not to accept such prepayment.
Any Lender declining such prepayment shall give written notice to the Administrative Agent by 12 Noon (New York City time) on
the third Business Day immediately following the date the Lenders receive notice of such offer. If a Lender fails to give notice
by 12 Noon as set forth in the immediately preceding sentence, such Lender shall be deemed to have accepted the offer. Any amounts
that would otherwise have been applied to prepay such declining Lender shall be retained by the Borrower and, with respect to
any Affiliate Disposition Prepayment Offer, increase the Restricted Payments basket in Section 7.06(b)(xiv) in accordance
with such subsection.”


 


(p)Section
2.03(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(d)Each
prepayment of Term Loans and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, required
to be made pursuant to subsection (b) of this Section 2.03 shall be applied (x) ratably to all outstanding Term
Loans (provided that (i) any prepayment of Term Loans with the New Cash Proceeds of Credit Agreement Refinancing Indebtedness
shall be applied solely to each applicable Class of Refinanced Debt, and (ii) any Class of Incremental Term Loans may specify
that one or more other Classes of Term Loans and Incremental Term Loans may be prepaid prior to such Class of Incremental Term
Loans) and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, and (y) to the principal
repayment installments thereof (A) in order of maturity or (B) at the election of the Borrower, pro rata. Within the foregoing
parameters, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans.”


 


(q)Section
2.12(a) of the Credit Agreement is hereby amended by replacing “ten (10) Business Days” with “five (5) Business
Days”.


 


(r)Section
2.12(e) of the Credit Agreement is hereby amended by deleting the text beginning with “in the case of” and ending
with “interest rate floors,” from clause (4) thereof and replacing such text with the following text:


 


“in
the case of any Incremental Term Loans that are secured by a Lien on the Collateral that is pari passu with the Lien
securing the Term Loans and/or any other Incremental Term Loans, in the event that the highest applicable All-In Yield
that may, under any circumstances, be payable with respect to any Incremental Term Loans Incurred under such Incremental Term
Facility exceeds the lesser of (A) 6.50% and (B) if Incremental Term Loans are outstanding immediately prior to such
Incurrence, the highest applicable All-In Yield that may, under any circumstances, be payable with respect to such
Incremental Term Loans then outstanding plus 50 basis points, then the Applicable Rate for the Term Loans shall be adjusted
so that the All-In Yield for the Incremental Term Loans under such Incremental Term Facility does not exceed the All-In Yield
for the Term Loans by more than 50 basis points,”.


 




    

	 	-8-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    




 


(s)Section
7.01 of the Credit Agreement is hereby amended by:


 


(i)
amending and restating clause (f) thereof in its entirety as follows:


 


“(f)
Liens on the assets of the Borrower and any Restricted Subsidiary securing Indebtedness Incurred under (i) Sections 7.03(l),
7.03(n), 7.03(s) or 7.03(t)(ii), and obligations in respect thereof (and Liens securing Guarantees of any
such Indebtedness) or (ii) Section 7.03(v), and obligations in respect thereof (and Liens securing Guarantees of any such
Indebtedness);”


 


(ii)inserting
“7.01(f)(ii),” immediately prior to “7.01(j)” in the last sentence thereof.


 


(t)Section
7.03 of the Credit Agreement is hereby amended by:


 


(i)deleting
the word “and” at the end of clause (t) thereof;


 


(ii)replacing
the period at the end of clause (u) thereof with “; and”; and


 


(iii)adding
the following clause (v) at the end thereof:


 


“(v)Incremental
Equivalent Debt and Permitted Refinancing Indebtedness in respect thereof.”


 


(u)Section
7.05(a)(ii) of the Credit Agreement is hereby amended by restating the first sentence thereof in its entirety as follows:


 


“except
in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted
Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination of the foregoing.”


 


(v)Section
7.06(a)(i)(A) of the Credit Agreement is hereby amended by replacing the expression “a Permitted Repurchase Program”
with the expression “Repurchase Program Payments”.


 


(w)Section
7.06(b)(xi) of the Credit Agreement is hereby amended by deleting the word “and” at the end thereof.


 


(x)Section
7.06(b)(xii) of the Credit Agreement is hereby amended by replacing the expression “satisfaction.” at the end thereof
with the expression “satisfaction;”.


 




    

	 	-9-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

(y)Section
7.06(b) of the Credit Agreement is hereby amended by inserting immediately after subsection (xii) therein the following subsections
(xiii) and (xiv):


 


“(xiii)
other Restricted Payments in an aggregate amount not to exceed $200,000,000; and


 


(xiv)
other Restricted Payments in an aggregate amount not to exceed 50% of the Net Cash Proceeds received on or after the Third Amendment
Effective Date by the Borrower or any of its Restricted Subsidiaries from each Disposition to one or more Affiliates of the Borrower
or its Restricted Subsidiaries (other than the Borrower or other Restricted Subsidiaries, as applicable) (each, an “Affiliate
Disposition”, and such Net Cash Proceeds, “Affiliate Disposition Net Cash Proceeds”) with respect
to which, on or prior to the third Business Day after the Borrower’s receipt of such Affiliate Disposition Net Cash Proceeds,
the Borrower delivers a notice to the Administrative Agent offering to prepay an aggregate principal amount of the Term Loans
and, if so provided in the Incremental Term Supplement applicable thereto, Incremental Term Loans, at par in an amount equal to
no less than 50% of the Affiliate Disposition Net Cash Proceeds from such Affiliate Disposition (each, an “Affiliate
Disposition Prepayment Offer”); provided that, to the extent any Lender declines an Affiliate Disposition Prepayment
Offer pursuant to Section 2.03(c), the amount of Restricted Payments permitted under this clause (xiv) shall increase by
an amount equal to the amount that otherwise would have been applied to prepay such declining Lender.”


 


(z)Section
9.04 of the Credit Agreement is hereby amended by inserting the parenthetical “(including telephonic notices and Loan Notices)”
immediately after the language “any notice”.


 


(aa)Section
10.02(c) of the Credit Agreement is hereby amended by inserting the language “or notices through the Platform, any other
electronic platform or electronic messaging service, or” immediately after the language “transmission of Borrower
Materials”.


 


(bb)Section
10.06(g) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(g)Electronic
Execution of Assignments and Certain Other Documents. The words “execution,” “execute”,
“signed,” “signature,” and words of like import in or related to any document to be signed
in connection with this Agreement and the transactions contemplated hereby (including Assignment and Assumptions, amendments or
other modifications, Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching
of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any


 




    

	 	-10-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding
anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures
in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.”


 


(cc)A
new Section 10.19 shall be added to the Credit Agreement immediately after Section 10.18 thereof and shall read as follows:


 


“10.19
 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary
in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


(a)the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender that is an EEA Financial Institution; and


 


(b)
the effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)a
reduction in full or in part or cancellation of any such liability;


 


(ii)a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.”


 


Section
2Amendments to the Credit Agreement on the NTI Purchase Date. The Credit Agreement is, effective as of the opening
of business on the later of the NTI Purchase Date and the Third Amendment Effective Date, hereby amended as follows:


 


(a)Section
1.01 of the Credit Agreement is hereby amended by adding in the correct place alphabetically the following additional definitions:


 




    

	 	-11-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

““NTI
Credit Agreement” means the Amended and Restated Credit Agreement, dated as of September 29, 2014, among St. Paul Park
Refining Co. LLC, Northern Tier Bakery LLC, Northern Tier Retail LLC, SuperAmerica Franchising LLC, NTI LLC, the Subsidiaries
of NTI LLC party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent.”


 


““NTI
Group Members” means NTI Holdco, NTI LP, NTI LLC and each “Restricted Subsidiary” (as defined in the NTI
Credit Agreement) of NTI LLC.”


 


““NTI
Holdco” means NT InterHoldCo LLC.”


 


““NTI
LLC” means Northern Tier Energy LLC.”


 


““NTI
Notes” means the senior secured notes due in 2020 issued under the NTI Notes Indenture.”


 


““NTI
Notes Indenture” means the Indenture, dated as of November 8, 2012, among NTI LLC, Northern Tier Finance Corporation,
NTI LP, the Subsidiaries of NTI LP party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent.”


 


(b)The
definition of “Available Incremental Amount” in Section 1.01 of the Credit Agreement is hereby amended and restated
in its entirety as follows:


 


““Available
Incremental Amount” means, at any time, (a) the greater of (i) $700,000,000 and (ii) the sum of (A) $700,000,000 plus
(B) the difference between (x) the aggregate amount of Term Loan Commitments as of the Closing Date and (y) the aggregate
principal amount of Term Loans outstanding at such time (after giving pro forma effect to any repayment or prepayment thereof
being made with the proceeds of Incremental Term Loans or Incremental Equivalent Debt being substantially simultaneously incurred
or issued in reliance on the Available Incremental Amount) minus (b) the aggregate principal amount of all Incremental
Term Loans and/or Incremental Equivalent Debt incurred or issued in reliance on the Available Incremental Amount and outstanding
at such time (after giving pro forma effect to any repayment or prepayment thereof being made with the proceeds of Incremental
Term Loans or Incremental Equivalent Debt being substantially simultaneously incurred or issued in reliance on the Available Incremental
Amount); provided that, to the extent the difference between (a)(ii)(B)(x) and (a)(ii)(B)(y) or the difference between
(a) and (b), in each case of this definition, would result from any prepayment of Term Loans, Incremental Term Loans or Incremental
Equivalent Debt from the proceeds of any Disposition of Collateral pursuant to Sections 2.03(b)(iii) or (iv)(B),
then the amount of such prepayment shall not be included; provided, further, that (I) the net cash proceeds of Incremental
Term Loans or Incremental Equivalent Debt incurred or issued in reliance on the first $500,000,000 of the Available Incremental
Amount shall be applied by the Borrower on the NTI Purchase Date to acquire, directly or indirectly, the Equity Interests of NTI
LP that it does not own (directly or


 




    

	 	-12-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

indirectly)
immediately prior to the NTI Purchase Date and to pay transaction costs and expenses in connection with such acquisition, and
(II) the net cash proceeds of Incremental Term Loans or Incremental Equivalent Debt incurred or issued in reliance on the remainder
of the Available Incremental Amount shall be applied to repay, repurchase or redeem the NTI Notes, so long as concurrently with
such application (and application of any other concurrent incurrence of Indebtedness permitted under this Agreement and/or cash
of the Borrower and its Subsidiaries) the NTI Notes are repaid, repurchased or redeemed in full (it being understood that after
the NTI Notes are repaid, repurchased or redeemed in full the Borrower shall be entitled to apply the net cash proceeds of Incremental
Term Loans and Incremental Equivalent Debt for any use permitted under this Agreement).”


 


(c)Section
6.12 of the Credit Agreement is hereby amended by adding the following clauses (h) and (i) at the end thereof:


 


“(h)In
furtherance of the foregoing provisions of this Section 6.12, promptly (and in any event within 30 days) after the NTI
Purchase Date, the Borrower shall cause any applicable Loan Parties to (i) execute and deliver such documentation as the Administrative
Agent may deem necessary or desirable for the creation and perfection of a Lien on the Equity Interests in NTI Holdco held by
such Loan Parties in favor of the Administrative Agent, for the benefit of the Lenders, including a supplement to the Security
Agreement and such financing statements and other documents and instruments related thereto, and (ii) deliver to the Administrative
Agent in connection with such Lien such documents and opinions of counsel referred to in Section 6.12(b)(y)(ii).


 


(i)Upon
the repayment, repurchase or redemption of the NTI Notes in whole or the refinancing of the NTI Notes in whole with Indebtedness
permitted by this Agreement, each NTI Group Member shall become a Restricted Subsidiary (if it is not already a Restricted Subsidiary)
and shall comply with this Section 6.12 (subject to the time periods set forth herein).”


 


(d)A
new Section 7.14 shall be added to the Credit Agreement immediately after Section 7.13 thereof and shall read as follows:


 


“7.14
 Indebtedness of NTI. After the NTI Purchase Date, suffer to exist any Indebtedness of any NTI Group Member, except:


 


(a)the
NTI Notes in an aggregate principal amount not in excess of the principal amount thereof outstanding on the Third Amendment Effective
Date (for the avoidance of doubt, not including any extension, refinancing, refunding, replacement or renewal thereof);


 


(b)Indebtedness
under the NTI Credit Agreement in an aggregate principal amount not to exceed $500,000,000 (and any extension, refinancing, refunding,
replacement or renewal thereof so long as the principal or committed amount thereof does not exceed the principal or committed
amount of the Indebtedness or commitment


 




    

	 	-13-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

so
extended, refinanced, refunded, replaced or renewed, except by an amount equal to unpaid accrued interest and premium (including
applicable prepayment penalties) thereon and fees and expenses incurred in connection with such extension, refinancing, refunding,
replacement or renewal);


 


(c)Indebtedness
existing on the NTI Purchase Date;


 


(d)other
Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time outstanding;


 


(e)Indebtedness
of the type permitted by Section 6.01 of the NTI Credit Agreement (other than pursuant to Sections 6.01(a), (g) (with respect
to any extension, refinancing, refunding, replacement or renewal of any Indebtedness described in Sections 6.01(k), (m) or (n)),
(k), (m), (n), (y) and (z) thereof); provided that for purposes hereof each NTI Group Member that is not a “Group
Member” or a “Loan Party” (each as defined in the NTI Credit Agreement) shall be deemed to be a “Group
Member” and a “Loan Party”; and


 


(f)so
long as the NTI Indenture remains in effect and the NTI Notes remain outstanding, Indebtedness of the type permitted by Section
3.2 of the NTI Indenture (other than pursuant to the provisos contained in Section 3.2(a) and Sections 3.2(b)(1), (2), (3), (6)
(with respect to any refunding, refinancing or replacement of any Indebtedness incurred in reliance on the provisos contained
in Section 3.2(a) or Sections 3.2(b)(3), (9) and (11)), (9) and (11) thereof); provided that for purposes hereof each NTI
Group Member that is not a “Restricted Subsidiary” or a “Subsidiary Guarantor” (each as defined in the
NTI Indenture) shall be deemed to be a “Restricted Subsidiary” and a “Subsidiary Guarantor”.”


 


Section
3Conditions to Effectiveness; Consent Fee.


 


(a)
This Amendment shall become effective as of the date when, and only when, the following conditions shall have been satisfied
(as reasonably determined by the Administrative Agent and which with respect to any deliverable shall be in form and substance
reasonably satisfactory to the Administrative Agent) (the date on which such conditions have been satisfied in full being the
“Third Amendment Effective Date”):


 


(i)The
Administrative Agent shall have received executed signature pages to this Amendment from the Borrower and the Required Lenders
or, as to any such party, advice reasonably satisfactory to the Administrative Agent that such Lender has executed this Amendment.


 


(ii)The
Administrative Agent shall have received evidence (which may be a fed wire confirmation) of payment by the Borrower to the Administrative
Agent of a consent fee equal to 0.25% of the aggregate outstanding principal amount of the Term Loans of the Lenders from which
the Administrative Agent has received duly executed signature pages to this Amendment prior to the effectiveness of this Amendment
on the Third Amendment Effective Date (the “Consenting Lenders” and each a “Consenting 


 




    

	 	-14-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

Lender”),
which consent fee shall be distributed by the Administrative Agent to the Consenting Lenders pro rata to their respective outstanding
principal amounts of the Term Loans as of the Third Amendment Effective Date.


 


(b)On
the NTI Purchase Date, the Borrower shall pay to the Administrative Agent a consent fee equal to 0.25% of the aggregate outstanding
principal amount of the Term Loans of the Consenting Lenders as of the Third Amendment Effective Date, which consent fee shall
be distributed by the Administrative Agent to the Consenting Lenders (or their assignees) pro rata to their respective outstanding
principal amounts of the Term Loans as of the Third Amendment Effective Date.


 


Section
4Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders
that:


 


(a)The
Borrower (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation
and (ii) has all requisite corporate power and authority and all requisite governmental licenses, authorizations, consents and
approvals to execute, deliver and perform its obligations under this Amendment, except, with respect to clause (ii), to the extent
that the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


(b)The
execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action,
and do not and will not (i) contravene the terms of the Borrower’s Organization Documents; (ii) conflict with or result
in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual
Obligation to which the Borrower is a party or affecting the Borrower, or the properties of the Borrower or any of its Restricted
Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower
or its property is subject; or (iii) violate any Law.


 


(c)No
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any
other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the
Borrower of this Amendment. This Amendment has been duly executed and delivered by the Borrower. This Amendment constitutes a
legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.


 


(d)The
representations and warranties of the Borrower set forth in Article V of the Credit Agreement are true and correct in all material
respects on and as of the Third Amendment Effective Date, immediately before and immediately after giving effect to this Amendment,
except to the extent that any such representation and warranty is expressly stated to be made as of an earlier date.


 


(e)On
the Third Amendment Effective Date, immediately before and immediately after giving effect to this Amendment, no Default or Event
of Default has occurred
and is continuing.


 




    

	 	-15-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    




 


Section
5Treatment of Credit Agreement Under FATCA. For purposes of determining withholding Taxes imposed under FATCA, from
and after the Third Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders named on
the signature pages hereto (constituting the Required Lenders) hereby authorize the Administrative Agent to treat) the Credit
Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 


Section
6Reference to and Effect on the Loan Documents.


 


(a)On
and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Loan Documents
to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.


 


(b)The
Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby
in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of
the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the
Loan Documents, in each case as amended by this Amendment.


 


(c)The
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver
of any provision of any of the Loan Documents.


 


(d)This
Amendment constitutes a Loan Document.


 


Section
7Costs and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses
of the Administrative Agent in connection with the preparation, execution, delivery and administration of this Amendment and the
other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of
counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of the Credit Agreement.


 


Section
8Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate
counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which when taken together
shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile
or other electronic transmission (e.g., a “PDF” or “TIF”) shall be effective as delivery of a manually
executed counterpart of this Amendment.


 




    

	 	-16-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

Section
9Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.


 


Section
10Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect
the meaning hereof.


 


Section
11Notices. All communications and notices hereunder shall be given as provided in the Credit Agreement.


 


Section
12Severability. The fact that any term or provision of this Amendment is held invalid, illegal or unenforceable as
to any Person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining
terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation,
or jurisdiction or as applied to any Person.


 


Section
13Successors. The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto
and their respective successors and assigns.


 


[Remainder
of page intentionally left blank]


 




    

	 	-17-	Western Refining – Amendment No. 3 
	 	 	 to Term Loan Credit Agreement


 


    


    

IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective authorized officers as of
the date first above written.


  


	 	WESTERN
REFINING, INC.,





as
Borrower



	 	 	 
	 	By:	/s/ Jeffery Beyersdorfer
	 	 	Name: Jeffery Beyersdorfer
	 	 	Title:   Senior Vice President



 


 


Western Refining – Amendment No.
3 to the Term Loan Credit Agreement





Signature Page


 




    	 



    	 



    







	 	ACKNOWLEDGED
BY THE GUARANTORS:


 


WESTERN
REFINING COMPANY, L.P.,

a Delaware limited partnership


 


WESTERN
REFINING GP, LLC,

a Delaware limited liability company,

its General Partner


	 	 	 
	 	By:	/s/ Jeffery Beyersdorfer
	 	 	Name: Jeffery Beyersdorfer
	 	 	Title:   Senior Vice President and

             Assistant Secretary





 


	 	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



 


	 	By:	/s/ Jeffery Beyersdorfer
	 	 	Name: Jeffery Beyersdorfer
	 	 	Title:   Senior Vice President and

             Assistant Secretary



 


 


Western Refining – Amendment No.
3 to the Term Loan Credit Agreement





Signature Page


 




    	 



    	 



    







	 	WESTERN
REFINING GP, LLC,

a Delaware limited liability company


 


WESTERN
REFINING LP, LLC,

a Delaware limited liability company


 


CINIZA
PRODUCTION COMPANY,

a New Mexico corporation


 


DIAL
OIL CO., LLC, a New Mexico limited liability company


 


EMPIRE
OIL CO., a California corporation


 


GIANT
INDUSTRIES, INC., a Delaware corporation


 


WESTERN
REFINING SOUTHWEST, INC., an Arizona corporation


 


GIANT
FOUR CORNERS, LLC, a Delaware limited liability company


 


GIANT
STOP-N-GO OF NEW MEXICO, LLC, a New Mexico limited liability company


 


WESTERN
REFINING YORKTOWN HOLDING COMPANY, a Delaware corporation


 


WESTERN
REFINING RETAIL, LLC, a Delaware limited liability company


 


SAN
JUAN REFINING COMPANY, LLC, a New Mexico limited liability company


 


YORK
RIVER FUELS, LLC, a Delaware limited liability company


 


WESTERN
REFINING YORKTOWN, INC.,

a Delaware corporation


	 	 	 
	 	By:	/s/ Gary R. Dalke
	 	 	Name: Gary R. Dalke
	 	 	Title:   Treasurer and Chief Financial Officer



 


 


Western Refining – Amendment No.
3 to the Term Loan Credit Agreement





Signature Page


 






     


    


    







	 	WESTERN
REFINING TRS I, LLC, a Texas limited liability company


 


WESTERN
REFINING TRS II, LLC, a Texas limited liability company


 


WESTERN
REFINING TEXAS RETAIL SERVICES, LLC, a Texas limited liability company


	 	 	 
	 	By:	/s/ Matthew L. Yoder
	 	 	Name: Matthew L. Yoder
	 	 	Title:   Manager



 


 


Western Refining – Amendment No.
3 to the Term Loan Credit Agreement





Signature Page


 




    	 



    	 



    




	 	BANK
OF AMERICA, N.A.,

as Administrative Agent 


	 	 	 
	 	By:	/s/ Gerund N. Diamond
	 	 	Name: Gerund N. Diamond
	 	 	Title:   Assistant Vice president



 


 


Western Refining – Amendment No.
3 to the Term Loan Credit Agreement





Signature Page


 




    	 



    	 



    

REQUIRED
LENDERS’ SIGNATURES ON





FILE WITH
ADMINISTRATIVE AGENT


 


 


 


 





Western Refining – Amendment No.
3 to the Term Loan Credit Agreement





Signature Page