SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “ Amendment ”) is made and entered into as of May 29, 2009, by and among WESTERN REFINING, INC. , a Delaware corporation (the “ Borrower ”), EACH LENDER SIGNATORY HERETO , and BANK OF AMERICA, N.A. , as the administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”), Swing Line Lender, L/C Issuer and a Lender.

WHEREAS , the Administrative Agent, the lenders from time to time party thereto (collectively, the “ Lenders ” and individually, each, a “ Lender ”) and the Borrower are parties to that certain Revolving Credit Agreement dated as of May 31, 2007, as amended by that certain First Amendment to Revolving Credit Agreement dated as of June 30, 2008 (the “ Credit Agreement ”; capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement);

WHEREAS , the Borrower has requested that certain terms of the Credit Agreement be amended in the manner set forth herein;

WHEREAS , the Administrative Agent and the Required Lenders, subject to the terms and conditions contained herein, have agreed to such amendments, to be effective as of the Second Amendment Effective Date (as defined below); and

WHEREAS , the Borrower, the Administrative Agent and the Required Lenders acknowledge that the terms of this Amendment constitute an amendment and modification of, and not a novation of, the Credit Agreement.

NOW, THEREFORE , in consideration of the mutual covenants and the fulfillment of the conditions set forth herein, the parties hereby agree as follows:

1.            Definitions .  From and after the Second Amendment Effective Date, the term “Credit Agreement” or “Agreement” (as the case may be), as used herein, in the Credit Agreement and in the other Loan Documents, shall mean the Credit Agreement as hereby amended and modified, and as further amended, restated, modified, replaced or supplemented from time to time as permitted thereby.

2.            Amendments to, Additions of, and Restatements of Terms of the Credit Agreement.   Subject to the conditions hereof and upon satisfaction of the terms set forth in Section 7 hereof, the Credit Agreement is hereby amended as follows:

(a)           The first paragraph of the definition of “ Consolidated EBITDA ” set forth in Section 1.01 of the Credit Agreement (Defined Terms) is amended in its entirety to read as follows:

“‘ Consolidated EBITDA’ means, for any period of one or more fiscal quarters, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) if the outstanding principal amount of Indebtedness under the Term Loan Credit Agreement is equal to or less than $800,000,000 as of the last day of such period, maintenance

SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

turnaround expenses incurred by the Borrower and its Subsidiaries during such period in an aggregate amount not to exceed $25,000,000, and (v) other non-recurring expenses of the Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period and minus (b) the following to the extent included in calculating such Consolidated Net Income: all non-cash items increasing Consolidated Net Income for such period.”

(b)           The definition of “ Restricted Payment ” set forth in Section 1.01 of the Credit Agreement (Defined Terms) is amended by adding the following to the end thereof:

“For the avoidance of doubt, (x) a payment of principal of or interest on debt securities convertible into or exchangeable, in whole or in part, for shares of capital stock of (or other ownership or profit interests in) the Borrower or any Subsidiary, or (y) a payment made in cash in satisfaction of the Borrower’s or such Subsidiary’s obligations with respect to the conversion or exchange of any such securities shall not, in either case, constitute a Restricted Payment.”

(c)            Sections 2.14(a) of the Credit Agreement (Borrowing Base Redeterminations; Mandatory Prepayments of Loans) is amended by (i) replacing “85%” in subsection (D) thereof with “80%”, and (ii) deleting the last sentence thereof.

(d)            Section 2.14(b) of the Credit Agreement (Borrowing Base Redeterminations; Mandatory Prepayments of Loans) is amended by (i) replacing “80%” in the first sentence thereof with “60%”, and (ii) deleting the last sentence thereof.

(e)            Section 7.11 of the Credit Agreement (Financial Covenants) is amended by adding the following to the end thereof:

“From and after the date (the “ Prepayment Date ”) the outstanding principal amount of Indebtedness under the Term Loan Credit Agreement is reduced to an amount that is equal to or less than $800,000,000, the provisions of subsections (a) through (e) of this Section 7.11 shall no longer apply.  Instead, (x) if the Prepayment Date is on or before September 30, 2010, then (i) as of the last day of the fiscal quarter during which the Prepayment Date occurs and the last day of each fiscal quarter thereafter through September 30, 2010, the Borrower shall not permit the Consolidated Interest Coverage Ratio to be less than 2.00 to 1.00, or the Consolidated Leverage Ratio to be greater than 4.50 to 1.00, and (ii) as of December 31, 2010 and the last day of each fiscal quarter thereafter, the Borrower shall not permit the Consolidated Interest Coverage Ratio to be less than 2.50 to 1.00, or the Consolidated Leverage Ratio to be greater than 4.00 to 1.00, and (y) if the Prepayment Date is after September 30, 2010, then on the last day of the fiscal quarter during which the Prepayment Date occurs and the last day of each fiscal quarter thereafter, the Borrower shall not permit the Consolidated Interest Coverage Ratio to be less than 2.50 to 1.00, or the Consolidated Leverage Ratio to be greater than 4.00 to 1.00.”

(f)            Exhibit C to the Credit Agreement (Compliance Certificate) is amended by replacing Schedule 1 with the schedule set forth on Annex A attached to this Amendment and Schedule 2 with “Intentionally Deleted”.  All references to such schedules in the Credit

SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

Agreement, Exhibit C , and the other Loan Documents shall mean such schedules as amended hereby.

3.           The Required Lenders hereby (a) consent to the amendments to the Term Loan Documents effected by the Second Amendment to the Term Loan Credit Agreement among the parties thereto dated May 29, 2009, (b) waive the provisions of Section 7.14 of the Credit Agreement (Amendments to Term Loan Documents) to the extent necessary to permit such amendments, and (c) agree that, for the avoidance of doubt, clause (i) of Section 7.14 shall not be construed to prohibit the issuance of Refinancing Indebtedness permitted under Section 7.03(b) .

4.            Amendment to Intercreditor Agreement.

(a)            Amendment to Intercreditor Agreement.   The undersigned Lenders hereby authorize and instruct the Administrative Agent to (i) enter into one or more amendments to the Intercreditor Agreement to reflect that the Refinancing Indebtedness is secured on a pari passu basis with the Term Loan Indebtedness, and to make such other amendments to the Intercreditor Agreement incidental to and in connection with the foregoing as shall be satisfactory to the Administrative Agent, and (ii) take all actions and execute all documents required or deemed advisable by the Administrative Agent to effectuate the foregoing.

(b)            Acknowledgement by Lenders . Notwithstanding anything herein or in any Loan Document to the contrary, the Liens and security interests granted to the Administrative Agent pursuant to the Loan Documents and the exercise of any right or remedy by the Administrative Agent pursuant to the Loan Documents will be subject to the provisions of the Intercreditor Agreement, as amended pursuant to Section 4(a) of this Amendment.  Pursuant to the terms of the Intercreditor Agreement, in the event of any conflict between the terms of the Intercreditor Agreement and any of the Loan Documents, the provisions of the Intercreditor Agreement shall govern and control.

5.            Full Force and Effect of Agreement . Except as hereby specifically amended, modified or supplemented, the Borrower hereby acknowledges and agrees that the Credit Agreement and all of the other Loan Documents are hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms.  The Borrower and each of the other Loan Parties hereby confirm and agree that all Liens and other security interests now or hereafter held by the Administrative Agent for the benefit of the Lenders as security for payment of the Obligations are the legal, valid and binding obligations of the Borrower and the Loan Parties, remain in full force and effect, and are unimpaired by this Amendment.

6.            Representations and W