FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN REFINING LOGISTICS GP, LLCLimited Liability Company Agreement • September 27th, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT of Western Refining Logistics GP, LLC (the “Company”), dated as of [—], 2013 is entered into by Western Refining Southwest, Inc., a Delaware corporation (“WRSW”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
FORM OF WESTERN REFINING LOGISTICS, LP PHANTOM UNIT AGREEMENT (PERFORMANCE BASED VESTING)Phantom Unit Agreement • September 27th, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Western Refining Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), and [ ] (the “Service Provider”). This Agreement is effective as of the [ ] day of [ ], 20[ ] (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
FORM OF OMNIBUS AGREEMENT among WESTERN REFINING, INC., WESTERN REFINING LOGISTICS, LP, WESTERN REFINING LOGISTICS GP, LLC, and, solely for the limited purposes set forth herein, WESTERN REFINING SOUTHWEST, INC., WESTERN REFINING COMPANY, L.P. and...Omnibus Agreement • September 27th, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas)
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among Western Refining, Inc., a Delaware corporation (“Western”), on behalf of itself and the other Western Parties (as defined herein), Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership”), Western Refining Logistics GP, LLC, a Delaware limited liability company (the “General Partner”) and, solely with respect to Articles IV and VII hereof, Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”) and Western Refining Wholesale, Inc., an Arizona corporation (“Wholesale” and, together with WRSW and WRCLP, the “ROFO Asset Owners”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties”; provided that the ROFO Asset Owners are only considered to be Parties hereto with respect to Articles IV and VII h
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 27th, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”), is effective as of [•], 2013, between Western Refining Logistics GP, LLC, a Delaware limited liability company (the “General Partner”), Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”), and the undersigned director and/or officer of the Partnership (“Indemnitee”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT by and among WESTERN REFINING LOGISTICS LP WESTERN REFINING LOGISTICS GP, LLC WESTERN REFINING SOUTHWEST, INC. SAN JUAN REFINING COMPANY, LLC WESTERN REFINING PIPELINE COMPANY, LLC WESTERN REFINING...Contribution, Conveyance and Assumption Agreement • September 27th, 2013 • Western Refining Logistics, LP • Pipe lines (no natural gas) • Texas
This Contribution, Conveyance and Assumption Agreement, dated as of [ ], 2013 (this “Agreement”), is by and among Western Refining Logistics, LP, a Delaware limited partnership (the “Partnership”), Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), San Juan Refining Company, LLC, a New Mexico limited liability company (“SJR”), Western Refining Pipeline Company, LLC, a New Mexico limited liability company (“WR Pipeline”), Western Refining Terminals, LLC, a Delaware limited liability company (“WR Terminals”), Western Refining Company, L.P., a Delaware limited partnership (the “WRCLP”), and Western Refining Inc., a Delaware corporation (“WNR”). The above-named entities are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned
