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AMENDMENT NO. 1 TO
CONSULTING AND NON-COMPETITION AGREEMENT
This AMENDMENT NO.
1 TO CONSULTING AND NON-COMPETITION AGREEMENT (this “
Amendment ”), dated November ___, 2006, is made by and
between Western Refining, Inc., a Delaware corporation (the “
Company ”), and Fred L. Holliger (“
Consultant ”). Capitalized terms used but not defined
in this Amendment shall have the same meanings therefore as set
forth in the Consulting Agreement (as defined below).
WHEREAS, the
Company and Consultant entered into that certain Consulting and
Non-Competition Agreement, dated as of August 26, 2006 (the
“ Consulting Agreement ”); and
WHEREAS, the
parties to the Consulting Agreement desire to amend certain
provisions thereof as set forth in this Amendment;
NOW, THEREFORE, in
consideration of the foregoing, and of the representations,
warranties, covenants and agreements contained herein, the parties
agree as follows:
(a)
Services . Section 2.2(b) of the Consulting Agreement
is hereby amended to read in its entirety as follows:
“Consultant shall be available to render the Services to the
Company for not more than forty (40) hours during any month
during the first year of the Consulting Period, not more than
thirty (30) hours during any month during the second year of
the Consulting Period, and not more than twenty (20) hours
during any month during the remainder of the Consulting
Period.”
(b) No Aircraft
Allowance . Section 2.5 of the Consulting Agreement is
hereby deleted in its entirety.
(c) Annual
Compensation . Section 5.1 of the Consulting Agreement is
hereby amended by replacing the “$730,000” Consulting
Payment set forth therein with the following amount:
“$440,000.”
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