0000950129-06-000621 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • January 25th, 2006 • 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 Scott D. Weaver (“Executive”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 25th, 2006 • Western Refining, Inc. • Petroleum refining • Texas

This REGISTRATION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of January 24, 2006, 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, WRC REFINING COMPANY AND WESTERN REFINING COMPANY, L.P. DATED AS OF JANUARY 24, 2006
Contribution Agreement • January 25th, 2006 • 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 WRC Refining Company, a Texas corporation (“WRCRC” and collectively with RHC, the “Stockholders”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 25th, 2006 • Western Refining, Inc. • Petroleum refining • Delaware

This INDEMNIFICATION AGREEMENT (this “Agreement”), is effective as of January 24, 2006, between Western Refining, Inc., a Delaware corporation (the “Corporation”), and the undersigned director or officer of the Corporation (“Indemnitee”).

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of January 24, 2006 among WESTERN REFINING, INC. AND WESTERN REFINING COMPANY, L.P., as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender,...
Revolving Credit Agreement • January 25th, 2006 • Western Refining, Inc. • Petroleum refining • New York

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is entered into as of January 24, 2006, among WESTERN REFINING, INC., a Delaware corporation (“WNR”) and WESTERN REFINING COMPANY, L.P., a Delaware limited partnership (“WRC,” and together with WNR, each a “Borrower,” and together, the “Borrowers”), 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.

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