EXHIBIT 10.2

     

    
      SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

       

      THIS
SECOND AMENDMENT TO REVOLVING 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”), Swing Line Lender, L/C Issuer and a Lender.

       

      W
I T N E S S E T H:

       

      WHEREAS,
the Administrative Agent, the lenders from time to time party thereto
(collectively, the “Lenders”
and individually, each, a “Lender”)
and the Borrower are parties to that certain Revolving Credit Agreement dated as
of May 31, 2007, as amended by that certain First Amendment to Revolving Credit
Agreement dated as of June 30, 2008 (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)           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
principal amount of Indebtedness under the Term Loan Credit Agreement is equal
to or less than $800,000,000 as of the last day of such period,
maintenance

       

       

      
        SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

      

      
        
          
          

        

        
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      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.”

       

      (b)           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
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.”

       

      (c)           Sections
2.14(a) of the Credit Agreement (Borrowing Base Redeterminations;
Mandatory Prepayments of Loans) is amended by (i) replacing “85%” in subsection
(D) thereof with “80%”, and (ii) deleting the last sentence
thereof.

       

      (d)           Section
2.14(b) of the Credit Agreement (Borrowing Base Redeterminations;
Mandatory Prepayments of Loans) is amended by (i) replacing “80%” in the first
sentence thereof with “60%”, and (ii) deleting the last sentence
thereof.

       

      (e)           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 principal amount of Indebtedness under the Term
Loan Credit Agreement 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.”

       

      (f)           Exhibit
C to the Credit Agreement (Compliance Certificate) is amended by
replacing Schedule
1 with the schedule set forth on Annex
A attached to this Amendment and Schedule
2 with “Intentionally Deleted”.  All references to such
schedules in the Credit

       

       

      
        SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

      

      
        
          
          

        

        
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      Agreement,
Exhibit
C, and the other Loan Documents shall mean such schedules as amended
hereby.

       

      3.           The
Required Lenders hereby (a) consent to the amendments to the Term Loan Documents
effected by the Second Amendment to the Term Loan Credit Agreement among the
parties thereto dated May 29, 2009, (b) waive the provisions of Section
7.14 of the Credit Agreement (Amendments to Term Loan Documents) to the
extent necessary to permit such amendments, and (c) agree that, for the
avoidance of doubt, clause
(i) of Section
7.14 shall not be construed to prohibit the issuance of Refinancing
Indebtedness permitted under Section
7.03(b).

       

      4.           
Amendment to Intercreditor Agreement.

       

      (a)           Amendment
to Intercreditor Agreement.  The undersigned Lenders hereby
authorize and instruct the Administrative Agent to (i) enter into one or more
amendments to the Intercreditor Agreement to reflect that the Refinancing
Indebtedness is secured on a pari passu basis with the Term Loan Indebtedness,
and to make such other amendments to the Intercreditor Agreement incidental to
and in connection with the foregoing as shall be satisfactory to the
Administrative Agent, and (ii) take all actions and execute all documents
required or deemed advisable by the Administrative Agent to effectuate the
foregoing.

       

      (b)           Acknowledgement
by Lenders. Notwithstanding anything herein or in any Loan Document to
the contrary, the Liens and security interests granted to the Administrative
Agent pursuant to the Loan Documents and the exercise of any right or remedy by
the Administrative Agent pursuant to the Loan Documents will be subject to the
provisions of the Intercreditor Agreement, as amended pursuant to Section
4(a) 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.

       

      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

       

       

      
        SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

      

      
        
          
          

        

        
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      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;

       

      (b)           the
Administrative Agent shall have received (i) evidence that the L/C Credit
Agreement has been terminated, and (ii) a certificate of a Responsible Officer
of the Borrower certifying that there are no outstanding letters of credit under
the L/C Credit Agreement and the Borrower has repaid all amounts owing under
such agreement; and

       

      (c)           the
Borrower shall have paid (i) all fees then due and payable to Banc of America
Securities LLC, for its own account, (ii) a fee to Administrative Agent, for the
benefit of each Lender executing this Amendment by 5:00 p.m. on Friday, May 29,
2009, in the amount of twenty-five basis points (0.25%) times each such Lender’s
Commitment, and (iii) fees and expenses required to be reimbursed or paid by the
Borrower pursuant to the Loan Documents, including the fees and expenses of
counsel to the Administrative Agent, in each case to the extent invoiced to the
Borrower at least one Business Day prior to the Second Amendment Effective
Date.

       

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

       

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

       

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

       

       

      
        SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

      

      
        
          
          

        

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

       

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

       

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

       

       

       

       

       

       

      
        SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

      

      
        
          
          

        

        
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5

          
            

          

        

        
          
          

        

         

      

      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 REVOLVING 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 REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          
            
              	
                      
                        
                          BANK
      OF AMERICA, N.A.,

                          as
      L/C Issuer, Swing Line Lender, and a Lender

                        

                      

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


            

             

             

             

            
              SIGNATURE
PAGE TO

              SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

            

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

          
            
              	
                      
                        
                          
                            ABN
      AMRO BANK N.V.,

                            as
      a Lender

                          

                        

                      

                    	 
	 	 	 
	 	 	 
	By: 	/s/ Jim
    Moyes	 
	Name: 	Jim Moyes	 
	Title: 	Managing
      Director	 


            

             

          

        

      

      
        
          
            
              
                	By: 	/s/ Todd
      Vaubel	 
	Name: 	Todd
Vaubel	 
	Title: 	Vice
    President	 


              

               

               

               

              
                SIGNATURE
PAGE TO

                SECOND
AMENDMENT TO REVOLVING CREDIT
AGREEMENT

              

            

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          
             

          

        

      

      
        
          
            
              
                	
                        
                          
                            
                              
                                
                                  BNP
      PARIBAS

                                  as
      a Lender

                                

                              

                            

                          

                        

                      	 
	 	 	 
	 	 	 
	By: 	/s/ Larry
      Robinson	 
	Name: 	Larry
    Robinson	 
	Title: 	Director	 


              

               

            

          

        

        
          
            
              
                
                  	By: 	/s/ Courtney
      Kubesch	 
	Name: 	Courtney
      Kubesch	 
	Title: 	Vice
    President	 


                

                 

                 

                 

                
                  SIGNATURE
PAGE TO

                  SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

                

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

       

        
          
            
              
                	
                        
                          
                            
                              
                                
                                  
                                    THE
      BANK OF NOVA SCOTIA,

                                    as
      a Lender

                                  

                                

                              

                            

                          

                        

                      	 
	 	 	 
	 	 	 
	By: 	/s/ Andrew
      Ostrov	 
	Name: 	Andrew
    Ostrov	 
	Title: 	Director	 


              

               

            

          

        

        
          
            
              
                 

                 

                
                  SIGNATURE
PAGE TO

                  SECOND
AMENDMENT TO REVOLVING CREDIT
AGREEMENT

                

              

            

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

        
          
             

          

        

      

      
        
          
            
              
                
                  	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              CAPITAL
      ONE NATIONAL ASSOCIATION,

                                              as
      a
      Lender

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        	 
	 	 	 
	 	 	 
	By: 	/s/ Paul D.
      Hein	 
	Name: 	Paul D.
    Hein	 
	Title: 	Vice
    President	 


                

                 

              

            

          

          
            
              
                
                   

                   

                  
                    SIGNATURE
PAGE TO

                    SECOND
AMENDMENT TO REVOLVING CREDIT
AGREEMENT

                  

                

              

            

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          
            
              
                
                  
                    	
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  COMERICA
      BANK,

                                                  as
      a
      Lender

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          	 
	 	 	 
	 	 	 
	By: 	/s/ De Von
      Lang	 
	Name: 	De Von
Lang	 
	Title: 	Corporate Banking
      Officer	 


                  

                   

                

              

            

            
              
                
                  
                    
                      	By: 	 	 
	Name: 	 	 
	Title: 	 	 


                    

                     

                     

                     

                    
                      SIGNATURE
PAGE TO

                      SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

                    

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                  

                

              

            

          

        

      

      
         

        
          
            
              
                
                  
                    	
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    COMMERZBANK
      AG, NEW YORK & GRAND

                                                    CAYMAN
      BRANCHES,

                                                    as
      a
      Lender

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          	 
	 	 	 
	 	 	 
	By: 	/s/ Mary
      Harold	 
	Name: 	Mary
Harold	 
	Title: 	SVP	 


                  

                   

                

              

            

            
              
                
                  
                    
                      	By: 	/s/ John
      Carlos	 
	Name: 	John
Carlos	 
	Title: 	VP	 


                    

                     

                     

                     

                    
                      SIGNATURE
PAGE TO

                      SECOND
AMENDMENT TO REVOLVING CREDIT
AGREEMENT

                    

                  

                

              

            

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  COMPASS
      BANK,

                                                                  as
      a
      Lender

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    	 
	 	 	 
	 	 	 
	By: 	/s/ Payton
      Swope	 
	Name: 	Payton
    Swope	 
	Title: 	Vice
    President	 


                            

                             

                          

                        

                      

                      
                        
                          
                            
                              
                                	By: 	 	 
	Name: 	 	 
	Title: 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

             

             

             

            
              SIGNATURE
PAGE TO

              SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

      

      
        
          
            
              
                
                  
                    
                      
                        	
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            FORTIS
      CAPITAL CORP.,

                                                            as
      a
      Lender

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              	 
	 	 	 
	 	 	 
	By: 	/s/ Casey
      Lowary	 
	Name: 	Casey
    Lowary	 
	Title: 	Director	 


                      

                       

                    

                  

                

                
                  
                    
                      
                        
                          	By: 	/s/ Darrell
      Holley	 
	Name: 	Darrell
    Holley	 
	Title: 	Managing
      Director	 


                        

                      

                    

                  

                

              

            

          

        

      

       

       

       

      
        SIGNATURE
PAGE TO

        SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          
            
               

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  GUARANTY
      BANK,

                                                                  as
      a
      Lender

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                
	 	 	 
	 	 	 
	By: 	/s/ Kelly L. Elmore
      III	 
	Name: 	Kelly L. Elmore
      III	 
	Title: 	 Senior Vice
      President	 


                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        SIGNATURE
PAGE TO

        SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         


          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      MIZUHO
      CORPORATE BANK, LTD.,

                                                                    

                                                                    as
      a
      Lender

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  
	 	 	 
	 	 	 
	By: 	/s/ Leon
Mo	 
	Name: 	Leon Mo	 
	Title: 	Senior Vice
      President	 


                          

                           

                        

                      

                    

                    
                      
                        
                          
                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

       

      
        SIGNATURE
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AMENDMENT TO REVOLVING CREDIT AGREEMENT

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           


        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          NATIXIS,
as a
      Lender

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      
	 	 	 
	 	 	 
	By: 	/s/ Louis P.
      Laville, III	 
	 	Louis P. Laville,
      III	 
	 	Managing
      Director	 


                              

                               

                            

                          

                        

                        
                          
                            
                              
                                
                                  	By: 	/s/ Daniel
      Payer	 
	 	Daniel
    Payer	 
	 	Director	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

           

           

          
            SIGNATURE
PAGE TO

            SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

        
          
            
              
                
                  
                    
                      
                        
                          
                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

                                                                              


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          RAYMOND
      JAMES BANK, FSB,
as a
      Lender

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      
	 	 	 
	 	 	 
	By: 	/s/ Garrett
      McKinnon	 
	Name: 	Garrett
      McKinnon	 
	Title: 	Senior Vice
      President	 


                              

                               

                               

                               

                              
                                SIGNATURE
PAGE TO

                                SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

                              

                              
                                
                                  
                                  

                                

                                
                                  
                                  

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                            

                          

                        

                        
                          
                            
                              
                                                                                                        


                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    THE
      ROYAL BANK OF SCOTLAND plc,
as a
      Lender

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                
	 	 	 
	 	 	 
	By: 	/s/ Brian D.
      Williams	 
	Name: 	Brian D.
      Williams	 
	Title: 	Vice
    President	 


                                                        

                                                         

                                                         

                                                         

                                                        
                                                          SIGNATURE
PAGE TO

                                                          SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

                                                        

                                                        
                                                          
                                                            
                                                            

                                                          

                                                          
                                                            
                                                            

                                                            
                                                              

                                                            

                                                          

                                                          
                                                            
                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
             


              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          RZB
      FINANCE LLC,
as a
      Lender

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      
	 	 	 
	 	 	 
	By: 	/s/ Shirley
      Ritch	 
	Name: 	Shirley
    Ritch	 
	Title: 	Vice
    President	 


                              

                               

                            

                          

                        

                        
                          
                            
                              
                                
                                  	By: 	/s/ John A.
      Valiska	 
	Name: 	John A.
      Valiska	 
	Title: 	First Vice
      President	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

           

           

          
            SIGNATURE
PAGE TO

            SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

          

        

      

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        
           


        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                U.S.
      BANK NATIONAL ASSOCIATION,
as a
      Lender

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          
	 	 	 
	 	 	 
	By: 	/s/ Daniel K.
      Hansen	 
	Name: 	Daniel K.
      Hansen	 
	Title: 	Vice
    President	 


                                  

                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              SIGNATURE
PAGE TO

              SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

            

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

              
                
                  
                     


                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    UBS
      AG, LOAN FINANCE LLC,
as a
      Lender

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              
	 	 	 
	 	 	 
	By: 	/s/ Mary E.
      Evans	 
	Name: 	Mary E.
    Evans	 
	Title: 	Associate
      Director	 


                                      

                                       

                                    

                                  

                                

                                
                                  
                                    
                                      
                                        
                                          	By: 	/s/ Irja R.
      Otsa	 
	Name: 	Irja R.
    Otsa	 
	Title: 	Associate
      Director	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

                 

              

               

               

              
                SIGNATURE
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                SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

              

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

       


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                UNITED
      OVERSEAS BANK LTD., NEW YORK AGENCY,

                                                                              
as a
      Lender

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        
	 	 	 
	 	 	 
	By: 	/s/ George
    Lim	 
	Name: 	George Lim	 
	Title: 	SVP &
    GM	 


                                

                                 

                              

                            

                          

                          
                            
                              
                                
                                  
                                    	By: 	/s/ Mario
      Sheng	 
	Name: 	Mario
Sheng	 
	Title: 	AVP	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

       

      
        SIGNATURE
PAGE TO

        SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
           


            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    WACHOVIA
      BANK, N.A.,
as a
      Lender

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            
	 	 	 
	 	 	 
	By: 	/s/ Thomas P.
      Floyd	 
	Name: 	Thomas P.
      Floyd	 
	Title: 	Vice
    President	 


                                    

                                     

                                     

                                     

                                    
                                      SIGNATURE
PAGE TO

                                      SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

                                    

                                    
                                      
                                        
                                        

                                      

                                      
                                        
                                        

                                        
                                          

                                        

                                      

                                      
                                        
                                        

                                      

                                       

                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  WELLS
      FARGO BANK, NATIONAL
      ASSOCIATION,

                                                                                                                

                                                                                                              
as a
      Lender

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        
	 	 	 
	 	 	 
	By: 	/s/ Danny
      Oliver	 
	Name: 	Danny
    Oliver	 
	Title: 	Vice
    President	 


                                                                

                                                                 

                                                              

                                                            

                                                          

                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	By: 	 	 
	Name: 	 	 
	Title: 	 	 


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                         

                                         

                                         

                                        
                                          SIGNATURE
PAGE TO

                                          SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

                                        

                                        
                                          
                                            
                                            

                                          

                                          
                                            
                                            

                                            
                                              

                                            

                                          

                                          
                                            
                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                              
                                
                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      REAFFIRMATION
OF GUARANTORS

       

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

       

      
         

        
          
            	
                    GUARANTORS:

                     

                    WESTERN REFINING COMPANY,
      L.P.,

                    a
      Delaware limited partnership

                  


          

        

        
           

          
            	
                    
                      
                        WESTERN REFINING GP,
      LLC,

                        
                          a
      Delaware limited liability company,

                          its
      General Partner

                        

                      

                    

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


          

           

           

           

          
            SIGNATURE
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AMENDMENT TO REVOLVING CREDIT AGREEMENT

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          
            
              	
                      
                        ASCARATE GROUP,
      LLC,

                        a
      Delaware limited liability company

                         

                        
                          By:         WESTERN REFINING COMPANY,
      L.P.,

                          a Delaware
      limited partnership, its sole
Member

                        

                      

                    


            

          

          
             

            
              	
                      
                        
                          
                            By:         WESTERN REFINING GP,
      LLC,

                            a
      Delaware limited liability company,

                            its
      General Partner

                          

                        

                      

                    	 
	 	 	 
	 	 	 
	By: 	/s/ 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
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              SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT

            

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      

       

      
        
          
            	
                    
                      
                        
                          
                            CINIZA
      PRODUCTION COMPANY,

                            a
      New Mexico corporation

                            DIAL
      OIL CO., a New Mexico corporation

                            EMPIRE
      OIL CO., a California corporation

                            GIANT
      INDUSTRIES, INC., a Delaware corporation

                            WESTERN
      REFINING SOUTHWEST, INC.,

                            an
      Arizona corporation

                            GIANT
      FOUR CORNERS, INC., 

                            an Arizona
      corporation

                            WESTERN
      REFINING TERMINALS, INC.,

                            an
      Arizona corporation

                            WESTERN
      REFINING PIPELINE COMPANY,

                            a
      New Mexico corporation

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

                            a
      New Mexico corporation

                            WESTERN
      REFINING YORKTOWN, 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
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            SECOND
AMENDMENT TO REVOLVING CREDIT AGREEMENT