Western Refining, Inc. Common Stock UNDERWRITING AGREEMENT dated January [ ], 2006 Banc of America Securities LLC Deutsche Bank Securities Inc. Bear, Stearns & Co. Inc Merrill Lynch, Pierce, Fenner & Smith IncorporatedUnderwriting Agreement • January 3rd, 2006 • Western Refining, Inc. • Petroleum refining • New York
State of New York (the “NY UCC”)) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim” (within the meaning of Section 8-105 of the NY UCC to such Common Stock)), (i) the Underwriters will acquire a valid “security entitlement” (within the meaning of Section 8-102(a)(17) of the NY UCC) in respect of such Common Stock and (ii) no action based on any “adverse claim” (within the meaning of Section 8-102(a)(1) of the NY UCC) to such Common Stock may be asserted against the Underwriters with respect to such “security entitlement”. For purposes of this opinion, such counsel assumes that when such payment, delivery and crediting occur, (A) such Common Stock will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s Common Stock registry in accordance with its organizational documents and applicable law, (B) DTC will be registered as a “clearing corporation” (within the meaning of Section
LONG-TERM EQUITY APPRECIATION RIGHTS AWARD SECOND AMENDMENT AGREEMENTAgreement • January 3rd, 2006 • Western Refining, Inc. • Petroleum refining • Delaware
This LONG-TERM EQUITY APPRECIATION RIGHTS AWARD SECOND AMENDMENT AGREEMENT (this “Agreement”) is entered into as of December 31, 2005, by and between Gary R. Dalke (the “Participant”), Western Refining, Inc., a Delaware corporation (“WNR”), and Western Refining Company, L.P., a Delaware limited partnership (“WRLP”).
