AMENDMENT NO. 1 TO
CONSULTING AND NON-COMPETITION AGREEMENT
This AMENDMENT NO.
1 TO CONSULTING AND NON-COMPETITION AGREEMENT (this “
Amendment ”), dated November 12, 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.”
2.
Continued Effectiveness of
