Western Refining, Inc. Common Stock UNDERWRITING AGREEMENT dated June 4, 2009 Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co.Underwriting Agreement • June 10th, 2009 • Western Refining, Inc. • Petroleum refining • New York
Introductory. Western Refining, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 shares (the “Firm Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,000,000 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and, if to the extent such option is exercised, the Optional Shares are collectively called the “Shares”. Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”) and Goldman, Sachs & Co. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares. To the extent there are no additional Underwriters listed on Schedule A other than you, the terms Representatives and Underwriters as used herein
200,000,000 AGGREGATE PRINCIPAL AMOUNT Western Refining, Inc.Underwriting Agreement • June 10th, 2009 • Western Refining, Inc. • Petroleum refining • New York
The Debentures will be convertible on the terms, and subject to the conditions, set forth in the indenture (the “Indenture”) to be dated as of the Closing Date (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture to be dated as of the Closing Date (as defined herein) (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee. As used herein, “Conversion Shares” means the fully paid, nonassessable shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) to be received by the holders of the Debentures upon conversion of the Debentures pursuant to the terms of the Debentures and the Indenture. The Debentures will be convertible initially at a conversion rate of 92.5926 shares per $1,000 principal amount of the Debentures, on the terms, and subject to the conditions, set forth i
