exv4w2



 






Exhibit 4.2




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”),
dated as of                     , 2005, by and between Western Refining, Inc., a Delaware corporation (the
“Company”), on the one hand, and each of the stockholders listed on the signature pages to
this Agreement (each individually, a “Stockholder” and, collectively, the
“Stockholders”), on the other hand.



W I T N E S S E T H




     WHEREAS, the Company and each of the Stockholders have entered into that certain Contribution
Agreement, dated as of           , 2005 (the “Contribution Agreement”), pursuant to which the
Stockholders will receive shares of Common Stock (as hereinafter defined) in exchange for their
respective partnership interests in Western Refining Company, L.P.; and



     WHEREAS, in connection with, and in consideration of, the transactions contemplated by the
Contribution Agreement, the Stockholders have requested, and the Company has agreed to provide,
registration rights with respect to the Registrable Securities (as hereinafter defined), as set
forth in this Agreement.



     NOW, THEREFORE, for 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:



ARTICLE I

DEFINITIONS




     1.1 Definitions. The following terms when used in this Agreement shall have the
following meanings (such definitions to be equally applicable to the singular and plural forms
thereof):



     “Affiliate” of any Person means any other Person which directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common control with, such
Person. The term “control” (including the terms “controlling,” “controlled
by” and “under common control with”) as used with respect to any Person means the
possession, direct or indirect, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by contract or
otherwise.



     “Agreement” has the meaning provided in the preamble of this Agreement.



     “Board” means the Board of Directors of the Company.



     “Commission” means the Securities and Exchange Commission.



     “Common Stock” means the common stock, par value $0.01 per share, of the Company.



     “Company” has the meaning set forth in the preamble of this Agreement.



 









 





     “Contribution Agreement” has the meaning set forth in the preamble of this Agreement.



     “Demand Registration” has the meaning set forth in Section 2.1.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder.



     “Holder” means any Stockholder that holds Registrable Securities and any transferees
of such Registrable Securities (provided that such transfer is made in accordance with the terms of
this Agreement). For purposes of this Agreement, the Company may deem and treat the registered
holder of Registrable Securities as the Holder and absolute owner thereof, and the Company shall
not be affected by any notice to the contrary.



     “Initial Public Offering” means the first underwritten registered public offering of
equity securities of the Company pursuant to a Registration Statement that has been declared
effective under the Securities Act.



     “Person” means any natural person, corporation, firm, limited liability company,
partnership, association, government, governmental agency or other entity, whether acting in an
individual, fiduciary or other capacity.



     “Piggyback Registration” has the meaning set forth in Section 3.1.



     “Prospectus” means the prospectus included in any Registration Statement, as amended
or supplemented by any prospectus supplement with respect of the terms of the offering of any
portion of the Registrable Securities covered by such Registration Statement and all other
amendments or supplements to the Prospectus, including post-effective amendments, and all materials
incorporated, or deemed to be incorporated, by reference in such Prospectus.



     “Registrable Securities” means any shares of Common Stock held by a Stockholder on the
date of this Agreement or issued to a Stockholder pursuant to the Contribution Agreement and any
equity securities of the Company issued or issuable with respect to any such Common Stock by way of
stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise, except, in the case of any such
securities issued with respect to Common Stock, for any such securities that are not “restricted
securities,” as such term is defined in Rule 144(a) under the Securities Act. As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities when (a) a
Registration Statement with respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been disposed of in accordance with such
Registration Statement, (b) they shall have been distributed to the public pursuant to Rule 144 (or
any successor provision) under the Securities Act, (c) they shall have been otherwise transferred,
new certificates for them not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent disposition of them shall not require registration or
qualification of them under the Securities Act or any similar state law then in force, (d) they
become eligible for resale by the Holder thereof pursuant to Rule 144(k) (or any successor
provision) under the Securities Act or (e) they shall have ceased to be outstanding.



     “Registration” has the meaning set forth in Section 2.1.



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     “Registration Expenses” has the meaning set forth in Section 6.1.



     “Registration Statement” means any registration statement of the Company under the
Securities Act which permits the public offering of any Registrable Securities, including the
Prospectus, amendments and supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by
reference in such registration statement.



     “Restricted Period” means the 180 day “Restricted Period” set forth in those certain
Lock-Up Agreements, dated as of September 23, 2005 and
November 21, 2005, executed and delivered by the Stockholders in
connection with the Initial Public Offering, as such 180-day period may be extended in accordance
with the terms of such Lock-Up Agreements.



     “Rule 144” means Rule 144 promulgated under the Securities Act.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.



     “Shelf Registration” has the meaning set forth in Section 2.2.



     “Stockholder” has the meaning set forth in the preamble of this Agreement.



ARTICLE II

DEMAND REGISTRATIONS




     2.1 Requests for Registration. Subject to the terms and conditions hereof, at any
time after the expiration of the Restricted Period, if any Holder or Holders of at least 10% of the
Registrable Securities then outstanding request in writing registration under the Securities Act of
any of its or their Registrable Securities (a “Registration”), which request specifies the
approximate number of Registrable Securities requested to be registered, then within ten (10) days
after receipt of any such request, the Company shall give written notice of such requested
Registration to all other Holders and shall include in the Registration all Registrable Securities
with respect to which the Company has received written requests for inclusion therein within 15
days after the date of mailing of the Company’s notice. The Registration requested pursuant to
this Section 2.1 is referred to herein as a “Demand Registration”.



     2.2 Shelf Registration. With respect to any Demand Registration, any Holder or
Holders of at least 10% of the Registrable Securities then outstanding may request the Company to
effect a registration of the Common Stock under a Registration Statement pursuant to Rule 415 under
the Securities Act (or any successor rule) (a “Shelf Registration”).



     2.3 Registration. The Company shall pay all Registration Expenses in connection with each Demand
Registration. No request for a Demand Registration shall be permitted unless the Registrable
Securities sought to be included in such Demand Registration constitute more than 10% of all
Registrable Securities then outstanding or have an expected market value of at least $50 million,
whichever is less. A Registration shall not count as a Demand Registration until it has become
effective, and any Registration shall not count as a Demand Registration



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unless the initiating
Holder or Holders and other Holders are able to register and sell at least 50% of the Registrable
Securities requested to be included in such Registration.



     2.4 Priority on Demand Registrations. If a Demand Registration is an underwritten
offering and the managing underwriters advise the Company in writing that in their opinion the
number of Registrable Securities and other securities requested to be included in such offering
exceeds the number of Registrable Securities and other securities, if any, which can be sold in an
orderly manner in such offering and/or that the number of shares of Registrable Securities proposed
to be included in such offering would adversely affect the price per share of the Common Stock, the
timing of the offering, the distribution method or the probability of success of such offering, the
Company shall include in the Registration, prior to the inclusion of any securities which are not
Registrable Securities, the number of Registrable Securities requested to be included which, in the
opinion of the underwriters, can be so sold, pro rata (or as may have otherwise been agreed among
the Holders of Registrable Securities to be included in such Registration) among the respective
Holders thereof on the basis of the amount of Registrable Securities requested to be registered by
each such Holder; provided, however, that if the number of Registrable Securities to be included in
the Registration is less than 75% of the number requested to be so included, the Holders of
Registrable Securities covered by such Demand Registration shall be entitled to withdraw such
request, upon the affirmative vote of Holders holding at least 66% of such Registrable Securities,
and, if such request is withdrawn, the Demand Registration shall not count as a permitted Demand
Registration hereunder, and the Company shall pay all Registration Expenses in connection with the
withdrawn Registration. Any Person who participates in Demand Registrations not at the Company’s
expense must pay its share of the Registration Expenses as provided in Article VI.



     2.5 Restrictions on Registrations. The Company shall not be obligated to effect any
Demand Registration or Shelf Registration within six months after the effective date of a
Registration demanded by the holders of registration rights under a Registration in which the
Holders were given the right to register Registrable Securities pursuant to Article III if the
number of Registrable Securities included under such Registration was not reduced pursuant to
Section 3.4. The Company may, not more than twice in any 12-month period, postpone for up to 90
days the filing or the effectiveness of a Registration Statement for a Demand Registration or Shelf
Registration if the Board determines in good faith that (i) such postponement is necessary in order
to avoid premature disclosure of a matter that the Board has determined would not be in the best
interests of the Company to be disclosed at such time or (ii) the Demand Registration would
materially and adversely impact the Company; provided, however, that in such event, the Holders of
Registrable Securities covered by the Demand Registration shall be entitled, upon the affirmative
vote of Holders holding at
least 66% of such Registrable Securities, to withdraw such request and, if such request is
withdrawn, the Demand Registration shall not count as a permitted Demand Registration hereunder,
and the Company shall pay all Registration Expenses in connection with the withdrawn Registration;
provided, further, that upon the election of the Company and upon notice to the Holders of
Registrable Securities to be included in such Registration, one such postponement may be extended
to not more than 120 days at the sole discretion of the Company.



     2.6 Selection of Underwriters. In connection with a Demand Registration, the Company
shall select the investment banker(s) and manager(s) to administer the offering.



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ARTICLE III

PIGGYBACK REGISTRATIONS




     3.1 Right to Piggyback. Subject to the terms and conditions hereof, at any time after
the Restricted Period whenever the Company proposes to register (including for this purpose a
Registration effected by the Company for stockholders other than Holders) any of its securities
under the Securities Act (other than (i) a Registration under Article II hereof, (ii) a
Registration of securities solely relating to an offering and sale pursuant to any employee stock
plan or other employee benefit plan arrangement, (iii) a Registration of securities issued in an
acquisition or business combination, including any Registration on Form S-4 (or any successor form
thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or
(v) for an exchange offer) (a “Piggyback Registration”), the Company shall give at least 10
days prior written notice to all Holders of the Company’s intention to effect such a Registration
and shall include in the Registration, subject to any agreement among the Holders to be included in
such Registration, all Registrable Securities with respect to which the Company has received
written requests for inclusion therein within 10 days after receipt of the Company’s notice.



     3.2 Piggyback Expenses. The Registration Expenses of the Holders shall be paid by the
Company in all Piggyback Registrations.



     3.3 Priority on Primary Registrations. If a Piggyback Registration is an underwritten
primary Registration on behalf of the Company and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included in such
Registration exceeds the number which can be sold in an orderly manner in such offering and/or that
the number of securities proposed to be included in such offering would adversely affect the price
per share of the Common Stock, the timing of the offering, the distribution method or the
probability of success of such offering, the Company shall include in the Registration (i) first,
the securities that the Company proposes to sell, (ii) second, the Registrable Securities requested
to be included in the Registration pro rata among the Holders on the basis of the number of shares
proposed to be registered by each or as such Holders may otherwise agree and (iii) third, other
securities requested to be included in the
Registration pro rata among the holders of such other securities on the basis of the number of
shares requested to be registered by each such holder or as such holders may otherwise agree.



     3.4 Priority on Secondary Registrations. If a Piggyback Registration is an
underwritten secondary Registration on behalf of holders of the Company’s securities other than
Registrable Securities and the managing underwriters advise the Company in writing that, in their
opinion, the number of securities requested to be included in the Registration exceeds the number
which can be sold in an orderly manner in such offering and/or that the number of securities
proposed to be included in such offering would adversely affect the price per share of the Common
Stock, the Company shall include in the Registration (i) first, the securities requested to be
included therein by the holders requesting such Registration pro rata among the holders of such
other securities on the basis of the number of shares requested to be registered by each such
holder or as such holders may otherwise agree, (ii) second, the Registrable Securities requested to
be included in such Registration pro rata among the Holders on the basis of the number of shares
proposed to be registered by each or as such Holders may otherwise agree and (iii) third, other
securities requested to be included in the Registration pro rata among the holders



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of such other
securities on the basis of the number of shares requested to be registered by each such holder or
as such holders may otherwise agree.



     3.5 Selection of Underwriters. If any Piggyback Registration is an underwritten
offering, the Company shall select the investment banker(s) and manager(s) to administer the
offering.



ARTICLE IV

LOCK UP AGREEMENTS




     4.1 General. Each Holder agrees not to effect any sale, distribution or other
transfer (including sales pursuant to Rule 144) of equity securities of the Company, or any
securities convertible into or exchangeable or exercisable for such securities, during a period of
up to 90 days (as may be requested by the Company and the managing underwriters) following any
underwritten, registered public offering of Common Stock, beginning on the effective date of such
underwritten, registered offering (except for sales of such securities as part of such
underwritten, registered offering) whether or not the Holder sold shares in such offering, unless
the managing underwriters otherwise agree.



ARTICLE V

REGISTRATION PROCEDURES




     5.1 Registration Procedures. Whenever the Holders have requested that any Registrable
Securities be registered pursuant to Article II or Article III of this Agreement, the Company shall
use commercially reasonable efforts to effect the Registration and the sale of such Registrable
Securities in
accordance with the intended method of disposition thereof, and pursuant thereto the Company
shall :



          (a) prepare and, in the case of a Demand Registration, no later than 60 days after a request
for a Demand Registration, file with the Commission a Registration Statement with respect to such
Registrable Securities and use its commercially reasonable efforts to cause the Registration
Statement to become effective and remain effective until the earlier of (i) the date when all
Registrable Securities covered by the Registration Statement have been sold or (ii) 120 days from
the effective date of the Registration Statement; provided, however, that before filing a
Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall
furnish to the Holders of Registrable Securities covered by such Registration Statement and the
underwriter or underwriters, if any, copies of all such documents proposed to be filed, including
documents incorporated by reference in the Prospectus and, if requested by such Holders, the
exhibits incorporated by reference, and such Holders shall have the opportunity to object to any
information pertaining to such Holders that is contained therein, and the Company will make the
corrections reasonably requested by such Holders with respect to such information prior to filing
any Registration Statement or amendment thereto or any Prospectus or any supplement thereto;
provided, further, that the period for the preparation and filing of a Demand Registration shall be
120 days if a request for a Demand Registration is made in the first 45 days of any year;




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          (b) except in the case of a Shelf Registration, prepare and file with the Commission such
amendments and supplements to the Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep the Registration Statement effective for the period referred
to in Section 5.1(a) and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by the Registration Statement during such period in
accordance with the intended methods of disposition by the sellers thereof as set forth in the
Registration Statement;




          (c) in the case of a Shelf Registration, prepare and file with the SEC such amendments and
supplements to such Registration Statement and the Prospectus used in connection therewith as may
be necessary to keep such Registration Statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Shares subject thereto for a
period ending on the earlier of (i) 24 months after the effective date of such Registration
Statement and (ii) the date on which all the Registrable Shares subject thereto have been sold
pursuant to such Registration Statement;




          (d) furnish to each seller of Registrable Securities such number of copies of the Prospectus
(including each preliminary prospectus) and such other documents as such Holder may reasonably
request in order to facilitate the disposition of the Registrable Securities owned by such Holder;




          (e) use commercially reasonable efforts to register or qualify such Registrable Securities
under such securities or blue sky laws of such jurisdictions as any Holder thereof reasonably
requests and do any and all other acts and things which may be reasonably necessary or advisable to
enable such Holder to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such Holder; provided, however, that the Company will not be
required to (i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph (d), (ii) subject itself to taxation in
any such jurisdiction or (iii) take such action which would subject it to general service of
process in any such jurisdiction where it is not so subject;




          (f) notify each such Holder, at any time when a Prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result of which the
Prospectus included in such Registration Statement contains an untrue statement of a material fact
or omits any fact necessary to make the statements therein not misleading, and, at the request of
any such Holder, the Company shall prepare a supplement or amendment to the Prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not
contain an untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein not misleading;




          (g) promptly notify each seller of Registrable Securities and the underwriter or underwriters,
if any: (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any
Prospectus supplement or post-effective amendment to the Registration Statement has been filed and,
with respect to the Registration Statement or any post-effective amendment, when the same has
become effective, (ii) of any written request by the Commission for amendments or supplements to
the Registration Statement or Prospectus, (iii) of the notification to the Company by the
Commission of its initiation of any proceeding with respect




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to the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement, (iv) of the receipt by
the Company of any notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the applicable securities or blue sky laws of any
jurisdiction and (v) of any other material written communication from the Commission relating to
the Registration Statement or the Prospectus; and




          (h) in connection with an underwritten offering, (i) make such representations and warranties
to such selling Holders and the underwriters with respect to the Registrable Securities and the
Registration Statement as are customarily made by issuers to underwriters in primary or secondary
underwritten offerings, (ii) obtain opinions of counsel to the Company and updates thereof
addressed to each selling Holder and the underwriters covering the matters customarily covered in
opinions requested in primary or secondary underwritten offerings, (iii) obtain comfort letters
from the Company’s independent certified public accountants and updates thereof addressed to each
selling Holder and the underwriters covering the matters customarily covered in comfort letters in
underwritten offerings, and (iv) make available, on a reasonable basis, senior management personnel
of the Company to participate in, and cause them to cooperate with the selling Holders or the
managing underwriter in any underwritten offering in connection with “road show” and other
customary marketing activities, including “one on one” meetings with prospective purchasers of the
Registrable Securities to be sold in the underwritten offering.




ARTICLE VI

REGISTRATION EXPENSES




     6.1 In General. All reasonable fees and expenses incident to the Company’s performance of or compliance
with this Agreement and the inclusion of Registrable Securities in a Registration Statement,
including, without limitation, all Registration and filing fees, fees and expenses of compliance
with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Company and all independent certified public accountants,
underwriters (excluding discounts and commissions and transfer taxes, if any, attributable to the
sale of Registrable Securities) and other Persons retained by the Company (all such expenses being
herein called the “Registration Expenses”), shall be borne by the Company, and the Company
shall pay its internal expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of any annual audit or
quarterly review, the expense of any liability insurance and the expenses and fees for listing the
securities to be registered on each securities exchange on which similar securities issued by the
Company are then listed or on the NASD automated quotation system.



     6.2 Reimbursement by the Company. In connection with each Registration, the Company
shall reimburse the Holders covered by such Registration for the reasonable fees and disbursements
of one counsel chosen by the Holders of a majority of the Registrable Securities covered by such
Registration.



     6.3 Obligations of the Holders of Securities. To the extent registration expenses are
not required to be paid by the Company, each Holder of securities included in any Registration



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hereunder shall pay those registration expenses allocable to the registration of such Holder’s
securities so included, and any registration expenses not so allocable shall be borne by all
sellers of securities included in the Registration in proportion to the aggregate selling price of
the securities to be so registered.



ARTICLE VII

INDEMNIFICATION




     7.1 In General. The Company shall indemnify, to the fullest extent permitted by law,
each Holder, its officers, directors and Affiliates and each Person who controls such Holder
(within the meaning of the Securities Act) against all losses, claims, damages, liabilities and
expenses arising out of or based upon any untrue or alleged untrue statement of material fact
contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading or any violation or
alleged violation by the Company of the Securities Act, the Exchange Act or applicable blue sky
laws, except insofar as the same are made in reliance and in conformity with information relating
to such Holder furnished in writing to the Company by such Holder expressly for use therein or
caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the
Registration Statement or Prospectus or any amendments or supplements thereto (if the same was
required by applicable law to be so delivered) after the Company has furnished such Holder
with a sufficient number of copies of the same. In connection with an underwritten offering,
the Company shall indemnify such underwriters, their officers and directors and each Person who
controls such underwriters (within the meaning of the Securities Act) to the same extent as
provided above with respect to the indemnification of the Holders.



     7.2 Information from the Holders. In connection with any Registration Statement in
which a Holder is participating, each such Holder shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in connection with any such
Registration Statement or Prospectus and shall indemnify, to the fullest extent permitted by law,
the Company, its officers, directors, Affiliates and each Person who controls the Company (within
the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
arising out of or based upon any untrue or alleged untrue statement of material fact contained in
the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, but only to the extent that the
same are made in reliance and in conformity with information relating to such Holder furnished in
writing to the Company by such Holder expressly for use therein or caused by such Holder’s failure
to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus
or any amendments or supplements thereto (if the same was required by applicable law to be so
delivered) after the Company has furnished such Holder with a sufficient number of copies of the
same; provided, however, that the obligation to indemnify shall be several, not joint and several,
among such Holders, and the liability of each such Holder shall be in proportion to and limited to
the net amount received by such Holder from the sale of Registrable Securities pursuant to such
Registration Statement.



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     7.3 Notice of Claim. Any Person entitled to indemnification hereunder shall (i) give
prompt written notice to the indemnifying party of any claim with respect to which it seeks
indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall
not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent will not be unreasonably withheld). An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any indemnified party there may be one
or more legal or equitable defenses available to such indemnified party which are in addition to or
may conflict with those available to another indemnified party with respect to such claim. Failure
to give prompt written notice shall not release the indemnifying party from its obligations
hereunder.



     7.4 Survival of Indemnification. The indemnification provided for under this Agreement shall remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party or any officer,
director or controlling Person of such indemnified party and shall survive the transfer of
securities.



     7.5 Contribution. If the indemnification provided for in or pursuant to this Article
VII is due in accordance with the terms hereof but is held by a court to be unavailable or
unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to
herein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified Person as a result of such
losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying party on the one hand and of the indemnified party on the
other in connection with the statements or omissions which result in such losses, claims, damages,
liabilities or expenses as well as any other relevant equitable considerations. The relative fault
of the indemnifying party on the one hand and of the indemnified Person on the other shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party, and by such party’s relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. In no event shall the liability of any selling Holder be greater in amount than the
amount of net proceeds received by such Holder upon such sale or the amount for which such
indemnifying party would have been obligated to pay by way of indemnification if the
indemnification provided for under Sections 7.1 or 7.2 hereof had been available under the
circumstances.



ARTICLE VIII

PARTICIPATION IN UNDERWRITTEN REGISTRATIONS




     8.1 Participation in Underwritten Registrations. No Person may participate in any
Registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s
securities on the basis provided in any underwriting arrangements approved by the Company and



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(b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents required under the terms of such underwriting arrangements.



ARTICLE IX

REPORTS UNDER THE SECURITIES LAWS




     9.1 Reports Under the Securities Laws. With a view to making available to the Holders
the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time
permit a Holder to sell securities of the Company to the public without Registration, after an
Initial Public Offering, the Company agrees to:



          (a) File with the Commission in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act; and




          (b) Furnish to any holder so long as the Holder owns any of the Registrable Securities
forthwith upon request a written statement by the Company that it has complied with the reporting
requirements of the Securities Act and the Exchange Act.




ARTICLE X

TRANSFER OF REGISTRATION RIGHTS




     10.1 Transfer of Registration Rights. The rights to cause the Company to register
Registrable Securities pursuant to this Agreement may be assigned by a Holder to a transferee or
assignee of Registrable Securities which (i) is a subsidiary, affiliate, member, parent, general
partner, limited partner, trust grantor or beneficiary, or retired partner of a Holder, (ii) is a
Holder’s family member, is a limited partnership all of the limited partners of which are the
Holder and/or the Holder’s family members, or is trust for the benefit of an individual Holder,
(iii) is already a Holder of Registrable Securities or (iv) acquires at least five hundred (500)
shares of Registrable Securities (as adjusted for stock splits and combinations); provided,
however, that such transfer shall be subject to the following: (A) the transferor shall, within
ten (10) days after such transfer, furnish to the Company written notice of the name and address of
such transferee or assignee and the securities with respect to which such registration rights are
being assigned and (B) such transferee shall agree to be subject to all restrictions set forth in
this Agreement.



ARTICLE XI

INFORMATION BY HOLDERS OF REGISTRABLE SECURITIES




     11.1 Reporting of Sales. Each Holder shall report to the Company sales made pursuant
to any Registration of such Registrable Securities.



ARTICLE XII

MISCELLANEOUS




     12.1 Notices. Any notice, demand, offer or other instrument required or permitted to
be given pursuant to this Agreement shall be in writing signed by the party giving such notice and
shall, to the extent reasonably practicable, be sent by telecopy (with confirmation of receipt),



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and if not reasonably practicable to send by telecopy, then by hand delivery, overnight courier or
certified mail (return receipt requested), to the other parties at the addresses set forth below:



          If to the Company:




	 	 	 
	 

	 	Western Refining, Inc.
	 

	 	6500 Trowbridge Drive
	 

	 	El Paso, Texas 79905
	 

	 	Attention: Chief Financial Officer
	 

	 	Facsimile: (915) 775-5587






          If to a Stockholder:




	 	 	 
	 

	 	c/o Western Refining, Inc.
	 

	 	6500 Trowbridge Drive
	 

	 	El Paso, Texas 79905







If to a transferee Holder, to the address of such Holder set forth in the transfer
documentation provided to the Company.



     Each party may change the place to which notice shall be sent or delivered or specify one
additional address to which copies of notices may be sent, in either case by similar notice sent or
delivered in like manner to the other parties. Without limiting any other means by which a party
may be able to prove that a notice has been received by the other party, a notice shall be deemed
to be duly received:



          (a) if sent by hand or overnight courier, the date when duly delivered at the address of the
recipient;




          (b) if sent by certified mail, the date of the return receipt; or




          (c) if sent by telecopy, upon receipt by the sender of an acknowledgment or transmission
report generated by the machine from which the telecopy was sent indicating that the telecopy was
sent in its entirety to the recipient’s telecopy number.




     12.2 Captions. Titles or captions of Sections or Articles contained in this Agreement
are inserted only as a matter of convenience and for reference and in no way define, limit, extend
or describe the scope of this Agreement or the intent of any provision hereof.



     12.3 Amendment. The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given without the prior written consent of the Holders of a
majority of the Registrable Securities; provided, however, that without a Holder’s written consent,
no such amendment, modification, supplement or waiver shall affect adversely such Holder’s rights
hereunder in a discriminatory manner inconsistent with its adverse effects on rights of other
Holders hereunder (other than as reflected by the different number of shares held by such Holder);
provided, further, that the consent or agreement of the Company shall be required with
regard to any termination, amendment, modification or supplement of, or waivers



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or consents to
or departures from, the terms hereof, which affect the Company’s obligations hereunder.



     12.4 Waiver. Any waiver of any term or condition shall not be construed as a waiver
of any subsequent breach or a subsequent waiver of the same term or condition, or as a waiver of
any other term or condition, of this Agreement. The failure of any party to assert any of its
rights hereunder shall not constitute a waiver of any such rights.



     12.5 Survival. The several indemnities, agreements, representations, warranties and
each other provision set forth in this Agreement and made pursuant hereto shall remain in full
force and effect regardless of any investigation (or statement as to the results thereof) made by
or on behalf of any party, any director or officer of such party, or any controlling person of any
of the foregoing, and shall survive the transfer of any Registrable Securities, and the
indemnification and contribution provisions set forth in Article VII shall survive termination of
this Agreement.



     12.6 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original but all of which together shall constitute one and the same
instrument.



     12.7 Entire Agreement; Assignment. This Agreement and any agreement, document or
schedule attached hereto or thereto or referred to herein or therein, constitute the entire
agreement and supersedes all prior agreements and understandings, both written and oral, of the
parties with respect to the subject matter hereof. Any oral representations or modifications
concerning this Agreement shall be of no force or effect unless contained in a subsequent written
modification signed by the party to be charged. The registration rights of any Holder under this
Agreement with respect to any Registrable Securities may be transferred and assigned in accordance
with this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns.



     12.8 Severability. If any provision of this Agreement is invalid or unenforceable,
the balance of this Agreement shall remain in full force and effect, and this Agreement shall be
construed in all respects as if such invalid or unenforceable provision were omitted, as long as
the economic or legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon any such determination that any provision of this
Agreement is invalid or unenforceable, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.



     12.9 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas. Each of the parties hereto agrees that process may be served
upon them in any manner authorized by the laws of the State of Delaware for such persons and waives
and covenants not to assert or plead any objection which they might otherwise have to such
jurisdiction and such process.



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     12.10 Consent to Jurisdiction. Without limiting the provisions of Article VII hereof,
the parties agree that any legal proceeding by or against any party or with respect to or arising
out of this Agreement shall be brought in or removed to the United States District Court for the
State of Delaware or in any Delaware state court, as the party or parties instituting such legal
action or proceeding may elect. By execution and delivery of this Agreement, each party
irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the
appellate courts therefrom. The parties irrevocably consent to the service of process out of any
of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by
registered or certified airmail, postage prepaid, to such parties at the addresses specified in
Section 12.1. Any such service of process shall be effective five (5) business days after mailing,
or, if hand delivered, upon delivery. Nothing herein shall affect the right to serve process in
any other manner permitted by applicable law. The parties hereby waive any right to stay or
dismiss any action or proceeding under or in connection with this Agreement brought before the
foregoing courts on the basis of (a) any claim that it is not personally subject to the
jurisdiction of the above-named courts for any reason, or that it or any of its property is immune
from the above-described legal process, (b) that such action or proceeding is brought in an
inconvenient forum, that venue for the action or proceeding is improper or that this Agreement may
not be enforced in or by such courts or (c) any other defense that would hinder or delay the levy,
execution or collection of any amount to which any party is entitled pursuant to any final judgment
of any court having jurisdiction.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 	 	WESTERN REFINING, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	RHC HOLDINGS, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	WRC Refining Company,

its General Partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	WRC REFINING COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






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