EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Western Refining GP, LLC, a Delaware limited liability company (the “Company”), and Ralph A. Schmidt (“Executive”).
REVOLVING CREDIT AGREEMENT Dated as of July 29, 2005 among WESTERN REFINING COMPANY, L.P., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, GENERAL ELECTRIC CAPITAL CORPORATION, PNC BANK, NA,...Revolving Credit Agreement • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining • New York
This REVOLVING CREDIT AGREEMENT is entered into as of July 29, 2005, among WESTERN REFINING COMPANY, L.P., a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders,” and each individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender.
AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of July 29, 2005 among WESTERN REFINING COMPANY, L.P., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and a Lender, and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC,...Term Loan Agreement • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining • New York
This AMENDED AND RESTATED TERM LOAN AGREEMENT is entered into as of July 29, 2005, among WESTERN REFINING COMPANY, L.P., a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders,” and each individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and a Lender.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining • Texas
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.
CONTRIBUTION AGREEMENT BY AND AMONG WESTERN REFINING, INC., REFINERY COMPANY, L.C., RHC HOLDINGS, L.P., WESTERN REFINING GP, LLC, WESTERN REFINING LP, LLC, WESTERN REFINING COMPANY, L.P. AND WESTERN REFINING MERGERSUB, L.P. DATED AS OF _______, 2005Contribution Agreement • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining • Delaware
This CONTRIBUTION AGREEMENT, dated as of ___, 2005 (this “Agreement”), is by and among Western Refining, Inc., a Delaware corporation (“WNR”), Refinery Company, L.C., a Texas limited liability company (“RC”), RHC Holdings, L.P., a Texas limited partnership (“RHC” and collectively with RC, the “Owners”), Western Refining GP, LLC, a Delaware limited liability company (“WRGP”), Western Refining LP, LLC, a Delaware limited liability company (“WRLP” and collectively with WRGP, the “Partners”), Western Refining Company, L.P., a Delaware limited partnership (“WRC”), and Western Refining MergerSub, L.P., a Delaware limited partnership (“MergerSub”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”), is effective as of ___, 2005, between Western Refining, Inc., a Delaware corporation (the “Corporation”), and the undersigned director or officer of the Corporation (“Indemnitee”).
NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT Dated as of the 13th day of December, 2004 between N456JW Aviation, Inc. as Owner, and Western Refining Company, L.P., as Lessee, concerning one Cessna 560XL aircraft bearing U.S. registration number N456JW, and...Aircraft Lease Agreement • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining
This NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT (the “Agreement”) is entered into as of this 13th day of December, 2004 (the “Effective Date”), by and between Western Refining Company, L.P. (“Lessee”), and N456JW Aviation, Inc. (“Owner”).
June 24, 2005Loan Agreement • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining
This will evidence Lender’s agreement to make a loan to the Borrower in the amount of Two Million and No/100s Dollars ($2,000,000.00) (the “Loan”), to be secured by a Deed of Trust, Security Agreement and Financing Statement (“Deed of Trust”) covering the following described land (the “Property”):
EL PASO REFINERY AND CRUDE PIPELINE SYSTEM PURCHASE AND SALE AGREEMENT among CHEVRON U.S.A. INC. and CHEVRON PIPE LINE COMPANY (“Sellers”), WESTERN REFINING COMPANY, L.P. (“Refinery Buyer”), and KASTON PIPELINE COMPANY, L.P. (“Pipeline Buyer”) May 29,...Purchase and Sale Agreement • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining • Texas
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), entered into on May 29, 2003 (the “Execution Date”) by and among CHEVRON U.S.A. INC. (“CUSA”), a Pennsylvania corporation, CHEVRON PIPE LINE COMPANY, a Delaware corporation (“CPL”), WESTERN REFINING COMPANY, L.P., a Delaware limited partnership (formerly named Refinery Holding Company, L.P.) (“Refinery Buyer”), and KASTON PIPELINE COMPANY, L.P., a Delaware limited partnership (“Pipeline Buyer”; and Refinery Buyer and Pipeline Buyer, collectively, the “Buyers” and each, a “Buyer”),
LEASE AGREEMENTLease Agreement • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining • Texas
LEASE AGREEMENT made this 24th day of October, 2005, by and between WESTERN REFINING COMPANY, L.P., a Delaware limited partnership, whose address is 6500 Trowbridge Drive, El Paso, Texas 79905 (hereinafter referred to as “Lessor”), and TRANSMOUNTAIN OIL COMPANY, L.C., a Texas limited liability company, whose address is 6767 Gateway West, El Paso, Texas 79925 (hereinafter referred to as “Lessee”).
OPERATING AGREEMENTOperating Agreement • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining • Texas
THIS AGREEMENT, entered into as of the sixth day of May, 1993, by and between REFINERY HOLDING COMPANY L.P., a Delaware limited partnership (“RHC”), and CHEVRON U.S.A. INC, a Pennsylvania corporation (“Chevron”).
RHC HOLDINGS, L.P. LONG-TERM EQUITY APPRECIATION RIGHTS AWARDLong-Term Equity Appreciation Rights Award • November 3rd, 2005 • Western Refining, Inc. • Petroleum refining • Delaware
THIS RIGHTS AWARD (“Agreement”) is entered into as August 25, 2003 (the “Grant Date”) by and between the Participant and RHC HOLDINGS, L.P., a Texas limited partnership (the “Company”).
