NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT

Exhibit 10.3

NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT

Dated as of the 3rd day of October, 2006,
between
Franklin Mountain Assets LLC, a Delaware limited liability company,
as Owner,
and Western Refining Company, L.P., a Delaware limited partnership,
as Lessee,
concerning one Cessna Model 680 Citation Sovereign aircraft bearing
U.S. registration number N345PF,
and
Manufacturer’s serial number 680-0080.

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INSTRUCTIONS FOR COMPLIANCE WITH “TRUTH IN LEASING” REQUIREMENTS UNDER FAR § 91.23.

      Within 24 hours after execution of this Aircraft Lease Agreement :

     Mail a copy of the executed document to the following address via certified mail, return receipt requested:

Federal Aviation Administration
Aircraft Registration Branch
ATTN: Technical Section
P.O. Box 25724
Oklahoma City, Oklahoma 73125
48 hours prior to the first flight :

     The lessee or conditional buyer, or the registered owner if the lessee is not a citizen of the United States, must notify by telephone or in person the FAA Flight Standards district office nearest the airport where the flight will originate. Unless otherwise authorized by that office, the notification shall be given at least 48 hours before takeoff in the case of the first flight of that aircraft under that lease or contract.

Carry a copy of this Aircraft Lease Agreement in the aircraft at all times.

* * *

Exhibit B is intentionally omitted for FAA submission purposes.

     This NON-EXCLUSIVE AIRCRAFT LEASE AGREEMENT (the “Agreement”) is entered into as of this 3rd day of October, 2006 (the “Effective Date”), by and between Western Refining Company, L.P., a Delaware limited partnership (“Lessee”), and Franklin Mountain Assets LLC, a Delaware limited liability company (“Owner”).

WITNESSETH:

      WHEREAS , Owner holds title in and to the Aircraft described and referred to herein;

      WHEREAS , Lessee desires to lease from Owner, and Owner desires to lease to Lessee, the Aircraft, on a non-exclusive basis, upon and subject to the terms and conditions of this Agreement; and

      WHEREAS , during the term of this Agreement, the Aircraft may be subject to concurrent leases to other lessees.

      NOW, THEREFORE , in consideration of the mutual promises herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

      SECTION 1. DEFINITIONS

     1.1 The following terms shall have the following meanings for all purposes of this Agreement:

     “ Aircraft ” means the Airframe, the Engines, and the Aircraft Documents. Such Engines shall be deemed part of the “Aircraft” whether or not from time to time attached to the Airframe or on the ground.

     “ Aircraft Documents ” means all flight records, maintenance records, historical records, modification records, overhaul records; manuals, logbooks, authorizations, drawings and data relating to the Airframe, any Engine, or any Part, that have been provided to Lessee by Owner, or are required by Applicable Law to be created or maintained with respect to the maintenance and/or operation of the Aircraft.

     “ Airframe ” means the aircraft specified in Exhibit A, together with any and all Parts (including, but not limited to, landing gear and auxiliary power units but excluding Engines or engines) so long as such Parts shall be either incorporated or installed in or attached to the Airframe.

     “ Applicable Law ” means, without limitation, all applicable laws, treaties, international agreements, decisions and orders of any court, arbitration or governmental agency or authority and rules, regulations, orders, directives, licenses and permits of any governmental body, instrumentality, agency or authority, including, without limitation, the FAR and 49 U.S.C. § 41101, et seq. , as amended.

     “ Business Day ” means any day of the year in which banks are not authorized or required to close in the State of Texas.

     “ Engines ” means the engine(s) specified in Exhibit A, together with any and all Parts so long as the same shall be either incorporated or installed in or attached to such Engine. An Engine shall remain leased hereunder whether or not from time to time attached to the Airframe or on the ground.

     “ Event of Loss ” shall mean any of the following events with respect to any property:

          (i) loss of such property or of the use thereof due to theft or disappearance (with loss being conclusive following 30 days or such other period specified in applicable insurance), destruction, damage beyond economic repair or rendition of such property permanently unfit for normal use for any reason;

          (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of an actual, constructive or compromised total loss; or

          (iii) the condemnation, confiscation or seizure of, or requisition of title to or use of, such property by private persons or by any governmental or purported governmental authority.

     “ FAA ” means the Federal Aviation Administration or any successor agency,

     “ FAR ” means collectively the Aeronautics Regulations of the Federal Aviation Administration and the Department of Transportation, as codified at Title 14, Parts 1 to 399 of the United States Code of Federal Regulations.

     “ Flight Hour ” means each flight hour of use of the Aircraft by Lessee, as recorded on the Aircraft hour meter.

     “ Lease Period ” each lease period shall commence with delivery and conclude with the return of the Aircraft. If requested by Owner, Lessee shall execute a Delivery and Acceptance Certificate in the form attached to this Agreement each time the Lessee accepts delivery of the Aircraft.

     “ Lien ” means any mortgage, security interest, lease or other charge or encumbrance or claim or right of others, including, without limitation, rights of others under any airframe or engine interchange or pooling agreement.

     “ Operating Base ” means that airport described in Exhibit A.

     “ Operational Control ” has the same meaning given the term in Section 1.1 of the FAR.

     “ Parts ” means all appliances, components, parts, instruments, appurtenances, accessories, furnishings or other equipment of whatever nature (other than complete Engines or engines) which may from time to time be incorporated or installed in or attached to the Airframe or any Engine and includes replacement parts.

     “ Pilot in Command ” has the same meaning given the term in Section 1.1 of the FAR.

     “ Rent Payment Date ” means the payments dates as outlined in Exhibit A.

     “ Taxes ” means all sales taxes, use taxes, retailer taxes, duties, fees, excise taxes (including) without limitation, federal transportation excise taxes), or other taxes of any kind which may be assessed or levied by any Taxing Jurisdiction as a result of the lease of the Aircraft to Lessee, or the use of the Aircraft by Lessee, or the provision of a taxable transportation service by Lessee using the Aircraft.

     “ Taxing Jurisdictions ” means any federal, state, county, local, airport, district, foreign, or of governmental authority that imposes Taxes.

     “ Term ” means the term of this Agreement set forth in Section 3.1.

SECTION 2. LEASE AND DELIVERY OF THE AIRCRAFT

     2.1 Lease . Owner agrees to lease to Lessee, and Lessee agrees to lease from Owner, the Aircraft, on the terms and conditions of this Agreement.

     2.2 Delivery . The Aircraft shall be delivered to Lessee on a mutually agreed date (the “Delivery Date”) at the Operating Base and “AS IS,” “WHERE IS,” AND SUBJECT TO EACH AND EVERY DISCLAIMER OF WARRANTY AND REPRESENTATION AS SET FORTH IN SECTION 4 HEREOF. Owner shall not be liable for delay or failure to furnish the Aircraft pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, or acts of God.

     2.3 Non-Exclusivity . Lessee and Owner acknowledge that the Aircraft is leased to Lessee on a non-exclusive basis, and that the Aircraft will be subject use by Owner, and may also be subject to non-exclusive lease to others during the Term.

SECTION 3. TERM, SCHEDULING, AND RENT

     3.1 Term . This Agreement may be terminated at the will of the parties at any time the Aircraft is in the possession of the Owner.

     3.2 Scheduling . Each use of the Aircraft by Lessee shall be subject to Owner’s approval. Lessee shall submit flight scheduling requests to Owner as far in advance as reasonably possible. Owner may approve or deny any flight scheduling request in Owner’s sole discretion.

     3.3 Rent . Lessee shall pay rent in an amount equal to the Hourly Rent specified in Exhibit B , attached hereto, which amount may be amended in writing by mutual agreement of the parties from time to time, for each Flight Hour of use of the Aircraft by Lessee. All rent shall be paid to the Owner in immediately available U.S. funds and in form and manner as the Owner in its sole discretion may instruct Lessee from time to time.

     3.4 Taxes . (a) Neither rent nor any other payments to be made by Lessee under this Agreement includes the amount of any Taxes which may be assessed or levied by any Taxing

Jurisdictions as a result of the lease of the Aircraft to Lessee, or the use of the Aircraft by Lessee, or the provision of a taxable transportation service by Lessee using the Aircraft. Lessee shall be responsible for, shall indemnify and hold harmless Owner against, and, except as provided in Section 3.4(b), Lessee shall remit to Owner all such Taxes together with each payment of rent pursuant to Section 3.3; provided, however, that if any such Taxes shall be due and payable at an earlier time as a matter of Applicable Law, Lessee shall remit such Taxes to Owner at the time required by Applicable Law.

     (b) If any Taxes shall be required by Applicable Law to be paid by Lessee directly to the appropriate Taxing Jurisdiction, Lessee shall remit such Taxes directly to the appropriate Taxing Jurisdiction promptly at the time required by Applicable Law, and shall provide evidence of such payment to Owner.

SECTION 4. DISCLAIMER OF WARRANTIES

     4.1 THE AIRCRAFT IS BEING LEASED BY THE OWNER TO THE LESSEE HEREUNDER ON A COMPLETELY “AS IS,” “WHERE IS,” BASIS, WHICH IS ACKNOWLEDGED AND AGREED TO BY THE LESSEE. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS SECTION 4 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND OWNER HAS NOT MADE AND SHALL NOT BE CONSIDERED OR DEEMED TO HAVE MADE (WHETHER BY VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS AGREEMENT, OR HAVING ACQUIRED THE AIRCRAFT, OR HAVING DONE OR FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THIS AGREEMENT OR OTHERWISE) ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR TO ANY PART THEREOF, AND SPECIFICALLY, WITHOUT LIMITATION, IN THIS RESPECT DISCLAIMS AS TO THE TITLE, AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS, CONSTRUCTION AND CONDITION OF THE AIRCRAFT OPERATION, OR FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT AND AS TO THE ABSENCE OF LATENT AND OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OR THE LIKE, HEREUNDER OF ANY PATENT, TRADEMARK OR COPYRIGHT AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT OR ANY PART THEREOF OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, THE LESSEE HEREBY WAIVES, RELEASES, DISCLAIMS AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON ANY SUCH AND OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF OWNER AND RIGHTS, CLAIMS AND REMEDIES OF THE LESSEE AGAINST OWNER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR ANY PARTICULAR USE, (II) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, (III) ANY

OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF OWNER, ACTUAL OR IMPUTED, AND (IV) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO THE AIRCRAFT, OR FOR ANY OTHER DIRECT, INCIDENTAL OR, CONSEQUENTIAL DAMAGES.

SECTION 5. REGISTRATION, USE, OPERATION, MAINTENANCE AND POSSESSION

     5.1 Title