FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

Exhibit 10.7.4

FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

     THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of February 18, 2010, 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, that certain Second Amendment to Revolving Credit Agreement dated as of May 29, 2009, and that certain Third Amendment to Revolving Credit Agreement dated as of November 24, 2009 (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 Fourth 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 Fourth 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 the Credit Agreement. Subject to the terms hereof and upon satisfaction of the conditions set forth in Section 5 hereof, effective as of the Fourth Amendment Effective Date (defined below), the second sentence of Section 2.02(a) of the Credit Agreement (Borrowings, Conversions and Continuations of Committed Loans) is amended in its entirety to read as follows:

     “Each such notice must be received by Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested borrowing date of any Base Rate Committed Loans, which shall be a Business Day.”

     3. 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

FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
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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 remain in full force and effect and are unimpaired by this Amendment.

     4. Representations and Warranties. The Borrower hereby certifies that:

     (a) prior to and after giving effect to this Amendment, the representations and warranties of the Borrower contained in Article V of the Credit Agreement, or which are contained in any Loan Document or other document furnished at any time under or in connection with the Credit Agreement, that are qualified by materiality are true and correct on and as of the date hereof, and each of the representations and warranties of the Borrower contained in Article V of the Credit Agreement, or which are contained in any Loan Document or other document furnished at any time under or in connection with the Credit Agreement, that are not qualified by materiality are true and correct in all material respects on and as of the date hereof, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct, or true and correct in all material respects, as the case may be, as of such earlier date;

     (b) the Persons appearing as Guarantors on the signature pages to this Amendment constitute all Persons who are required to be Guarantors pursuant to the terms of the Credit Agreement and the other Loan Documents, 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.

     5. Conditions to Effectiveness. This Amendment shall be effective on the date (the “Fourth Amendment Effective Date”) upon which the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Guarantors and the Required Lenders.

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

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

     8. 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.

     9. 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. Except as expressly modified hereby, 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.

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     10. 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 and each Lender, may not assign any rights, powers, duties or obligations hereunder.

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

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     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/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Vice President & Assistant Treasurer

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	BANK OF AMERICA, N.A., as Administrative Agent
	By:	/s/ Xxxxxx X. XxXxxx
	Name:	Xxxxxx X. XxXxxx
	Title:	Senior Vice President

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	BANK OF AMERICA, N.A., as L/C Issuer, Swing Line Lender, and a Lender
	By:	/s/ Xxxxxx X. XxXxxx
	Name:	Xxxxxx X. XxXxxx
	Title:	Senior Vice President

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	ALLIED IRISH BANKS, P.L.C., as a Lender
	By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Senior Vice President
	By:	/s/ Xx Xxxx
	Name:	Xx Xxxx
	Title:	Vice President

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	BANK OF SCOTLAND plc, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxxx
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Assistant Vice President

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH as a Lender
	By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	VP & Manager

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	CAPITAL ONE NATIONAL ASSOCIATION, as a Lender
	By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Vice President

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	COMERICA BANK, as a Lender
	By:	/s/ XxXxx X. Xxxx
	Name:	XxXxx X. Xxxx
	Title:	Assistant Vice President

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	COMPASS BANK, as a Lender
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Senior Vice President

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Duly Authorized Signatory

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	MIZUHO CORPORATE BANK, LTD., as a Lender
	By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Deputy General Manager

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	NATIXIS, as a Lender
	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Director
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Senior Managing Director

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	XXXXXXX XXXXX BANK, FSB, as a Lender
	By:	/s/ Xxxxxxx XxXxxxxx
	Name:	Xxxxxxx XxXxxxxx
	Title:	Senior Vice President

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	THE ROYAL BANK OF SCOTLAND N.V., as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Chief Executive Officer RBS N.V., Americas
	By:	/s/ Michiel van Schaardenburg
	Name:	Michiel van Schaardenburg
	Title:	Managing Director

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	THE ROYAL BANK OF SCOTLAND plc, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxxx
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Vice President

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	RZB FINANCE LLC, as a Lender
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Vice President
	By:	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Title:	First Vice President

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	SOCIETE GENERALE, as a Lender
	By:	/s/ Xxxxxxxx Xxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxx
	Title:	Managing Director
	By:	/s/ Xxxxx-Xxxx Oh
	Name:	Xxxxx-Xxxx Oh
	Title:	Director

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	SUNTRUST BANK, as a Lender
	By:	/s/ Xxxxxx X. Mahzia
	Name:	Xxxxxx X. Mahzia
	Title:	Vice President

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	UBS LOAN FINANCE LLC, as a Lender
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Associate Director
	By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Associate Director

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Vice President

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	WACHOVIA BANK, N.A., as a Lender
	By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Vice President

SIGNATURE PAGE TO
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Vice President

SIGNATURE PAGE TO
FOURTH 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/ Xxxxx X. Xxxxxx
	Name:		Xxxxx X. Xxxxxx
	Title:		Vice President & Assistant Treasurer

SIGNATURE PAGE TO REAFFIRMATION OF GUARANTORS
(FOURTH 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/ Xxxxx X. Xxxxxx
				Name:		Xxxxx X. Xxxxxx
				Title:		Vice President & Assistant Treasurer
		WESTERN REFINING GP, LLC, a Delaware limited liability company
		By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Vice President & Assistant Treasurer
		WESTERN REFINING LP, LLC, a Delaware limited liability company
		By:		/s/ Xxxx X. Xxxx
		Name:		Xxxx X. Xxxx
		Title:		President

SIGNATURE PAGE TO REAFFIRMATION OF GUARANTORS
(FOURTH 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 HOLDING COMPANY, a Delaware corporation WESTERN REFINING YORKTOWN, INC., a Delaware corporation WESTERN REFINING WHOLESALE, INC., an Arizona corporation SAN XXXX REFINING COMPANY, a New Mexico corporation
	By:	/s/ Xxxxx X. Xxxxxx
	Name:		Xxxxx X. Xxxxxx
	Title:		Vice President

SIGNATURE PAGE TO REAFFIRMATION OF GUARANTORS
(FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT)