SC 13D (Amendment No. 3)

0001193125-16-638439.txt : 20160630 0001193125-16-638439.hdr.sgml : 20160630 20160630171057 ACCESSION NUMBER: 0001193125-16-638439 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160630 DATE AS OF CHANGE: 20160630 GROUP MEMBERS: NT INTERHOLDCO LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Northern Tier Energy LP CENTRAL INDEX KEY: 0001533454 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 800763623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87061 FILM NUMBER: 161743863 BUSINESS ADDRESS: STREET 1: 1250 W. WASHINGTON STREET STREET 2: SUITE 300 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: (602) 302-5450 MAIL ADDRESS: STREET 1: 1250 W. WASHINGTON STREET STREET 2: SUITE 300 CITY: TEMPE STATE: AZ ZIP: 85281 FORMER COMPANY: FORMER CONFORMED NAME: Northern Tier Energy, Inc. DATE OF NAME CHANGE: 20111025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Western Refining, Inc. CENTRAL INDEX KEY: 0001339048 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 203472415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 BUSINESS PHONE: (915) 775-3488 MAIL ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 SC 13D/A 1 d216745dsc13da.htm SC 13D (AMENDMENT NO. 3) SC 13D (Amendment No. 3)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Northern Tier Energy LP

(Name of Issuer)

Common Units, no par value

(Title of Class of Securities)

665826103

(CUSIP Number)

Lowry Barfield

123 W. Mills Avenue, Suite 200

El Paso, Texas 79901

(915) 534-1400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 23, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 665826103


1	Name of Reporting Person Western Refining, Inc.
2	Check the appropriate box if a member of a group* (A): ¨ (B): x
3	SEC use only
4	Source of Funds BK, WC, OO (See Item 3)
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 92,947,533*
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 92,947,533*
11	Aggregate Amount Beneficially Owned by Each Reporting Person 92,947,533*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 100%
14	Type of Reporting Person CO

Consists of 35,622,500 common units representing limited partner interests in Northern Tier Energy LP held by NT InterHoldCo LLC and 57,325,033 common units representing limited partner interests in Northern Tier Energy LP held by Western Acquisition Holdings, LLC. Western Refining, Inc. may also be deemed to be the indirect beneficial owner of the non-economic general partner interest in Northern Tier Energy LP.


CUSIP No. 665826103


1	Name of Reporting Person NT InterHoldCo LLC
2	Check the appropriate box if a member of a group* (A): ¨ (B): x
3	SEC use only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 92,947,533*
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 92,947,533*
11	Aggregate Amount Beneficially Owned by Each Reporting Person 92,947,533*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 100%
14	Type of Reporting Person OO

Consists of 35,622,500 common units representing limited partner interests in Northern Tier Energy LP held directly by NT InterHoldCo LLC and 57,325,033 common units representing limited partner interests in Northern Tier Energy LP held indirectly by NT InterHoldCo LLC through its wholly-owned subsidiary, Western Acquisition Holdings, LLC. NT InterHoldCo LLC also owns 100% of the equity interests in Northern Tier Energy GP LLC, the sole general partner of Northern Tier Energy LP.

SCHEDULE 13D

Item 1.

Security and Partnership.

This Amendment No. 3 to Schedule 13D (this “Amendment”) relates to the common units representing limited partner interests (the “Partnership Common Units”) of Northern Tier Energy LP (the “Partnership”), which has its principal executive offices at 1250 W. Washington Street, Suite 300, Tempe, Arizona 85281. This Amendment is being filed by each of Western Refining, Inc. (“Western”) and NT InterHoldCo LLC (“NT InterHoldCo” and together with Western, the “Reporting Persons”) to amend the Schedule 13D filed on November 22, 2013, as amended and supplemented by Amendment No. 1 filed on October 26, 2015, and as further amended and supplemented by Amendment No. 2 filed on December 22, 2015 (collectively, the “Prior Schedule 13D”). This is the final amendment to the Prior Schedule 13D and constitutes an exit filing for the Reporting Persons.

Except as otherwise specified in this Amendment, all items left blank remain unchanged in all material respects, and any items that are reported are deemed to amend and restate the corresponding items in the Prior Schedule 13D. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings ascribed to them in the Prior Schedule 13D.

Item 2.

Identity and Background.

Item 2 of the Prior Schedule 13D is hereby amended as follows. The list of Covered Persons set forth on Schedule 1 is hereby amended such that the number next to the heading “Amount Beneficially Owned” under each Covered Person’s name, as applicable, is zero (0), indicating that, following consummation of, and as a result of, the Merger (as defined below), no Covered Person other than Western is the beneficial owner of Partnership Common Units. Moreover, information about Carin M. Barth and William D. Sanders is removed from Schedule 1 as they no longer serve as a directors of Western.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Prior Schedule 13D is hereby amended and supplemented by adding the following:

On June 23, 2016, Western Acquisition Co, LLC, a Delaware limited liability company and wholly-owned indirect subsidiary of Western (“MergerCo”), merged with and into the Partnership (the “Merger”), with the Partnership surviving the Merger as a wholly-owned indirect subsidiary of Western, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 21, 2015, by and among Western, MergerCo, the Partnership and Northern Tier Energy GP LLC, the general partner of the Partnership (“NTI GP”). In connection with the Merger, all of the limited liability company interests in MergerCo outstanding immediately prior to the effective time of the Merger (the “Effective Time”), which were held by Western Acquisition Holdings, LLC (“MergerCo HoldCo”), a wholly-owned direct subsidiary of NT InterHoldCo LLC (“InterHoldCo”), were converted into, in the aggregate, the number of Partnership Common Units (excluding any Partnership Common Units already owned by Western or any of its subsidiaries) issued and outstanding immediately prior to the Effective Time. Immediately following the Merger, InterHoldCo directly owned 35,622,500 Partnership Common Units and indirectly owned, through MergerCo HoldCo, the remaining Partnership Common Units issued and outstanding. Western is deemed the beneficial owners of all the issued and outstanding Partnership Common Units because it owns 100% of the outstanding membership interests in InterHoldCo.

Under the terms of the Merger Agreement, at the effective time of the Merger, NTI unitholders other than Western and its subsidiaries were entitled to elect to receive, but subject to proration either: (i) $15.00 in cash without interest and 0.2986 of a share of Western common stock, (ii) $26.06 in cash without interest or (iii) 0.7036 of a share of Western common stock, for each Partnership Common Unit owned immediately prior to the Merger. The election was subject to proration to ensure that the aggregate cash paid and Western common stock issued in the merger equaled the total amount of cash and number of shares of Western common stock that would have been paid and delivered if all NTI unitholders received $15.00 in cash and 0.2986 of a share of Western common stock per Partnership Common Unit. On June 29, 2016, Western and the Partnership announced the results of the final allocation of merger consideration and distribution of such merger consideration was commenced promptly thereafter.

On June 23, 2016, the independent directors of NTI GP resigned from the NTI GP Board effective on that date.

On June 24, 2016, before trading opened on the New York Stock Exchange (the “NYSE”), the NYSE suspended the trading of the Partnership Common Units and filed with the Securities and Exchange Commission an application on Form 25 to delist and deregister the Partnership Common Units under Section 12(b) of the Securities Exchange Act of 1934.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, a copy of which was filed as Exhibit K to Amendment No. 2 to the Prior Schedule 13D filed on December 22, 2015 and is incorporated by reference in its entirety into this Item 3.

The funding for the Merger consisted of a combination of cash and newly issued or treasury shares of Western common stock. To finance the cash portion of the merger consideration, on June 23, 2016, Western and certain of its subsidiaries entered into the incremental supplement (the “Term Loan Supplement”) to the term loan credit agreement (the “Term Loan Credit Agreement”) among Western, the lender(s) signatory thereto and Bank of America, N.A., as Administrative Agent, and acknowledged by the Guarantors named therein. The Term Loan Supplement established a new tranche of term loans (the “Incremental Term Loans”) under the Term Loan Credit Agreement in an aggregate principal amount of $500,000,000, which Incremental Term Loans benefit from the same covenants, events of default, guarantees and security as the existing term loans under the Term Loan Credit Agreement. The proceeds of the Incremental Term Loans were used to partially fund the Merger and to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans.

The foregoing description of the Term Loan Supplement does not purport to be complete and is subject to, and qualified in its entirety by the full text of the Term Loan Supplement, a copy of which is filed hereto as Exhibit L and incorporated by reference in its entirety into this Item 3.

Item 4.

Purpose of Transaction.

Item 4 of the Prior Schedule 13D is hereby amended and supplemented by adding the following:

The response in Item 3 is incorporated herein by reference.

Other than as described above, none of the Reporting Persons has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D, although they reserve the right to formulate such plans or proposals in the future.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Prior Schedule 13D is hereby amended and supplemented by adding the following:

As a result of the Merger as described in Item 3 (which Item 3 is incorporated herein by reference), neither the Reporting Persons nor the Covered Persons own any publicly-traded Partnership Common Units. Consequently, this Amendment constitutes an exit filing for the Reporting Persons.

Item 7.

Material to Be Filed as Exhibits.

Item 7 of the Prior Schedule 13D is hereby amended and supplemented by adding the following exhibits:

Incremental Supplement to the Term Loan Credit Agreement, dated as of June 23, 2016, by and among Western, the lender(s) signatory thereto and Bank of America, N.A., as Administrative Agent and acknowledged by the Guarantors named therein.

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: June 30, 2016


WESTERN REFINING, INC.

By:		/s/ Gary R. Dalke
Name:		Gary R. Dalke
Title:		Chief Financial Officer

NT INTERHOLDCO LLC

By:		/s/ Gary R. Dalke
Name:		Gary R. Dalke
Title:		Chief Financial Officer of Western Refining, Inc., as the sole member of NT InterHoldCo LLC

By:		/s/ Lowry Barfield
Name:		Lowry Barfield
Title:		Senior Vice President – Legal, General Counsel and Secretary of Western Refining, Inc., as the sole member of NT InterHoldCo LLC

EX-99.L 2 d216745dex99l.htm EX-L EX-L

Exhibit L

EXECUTION VERSION

INCREMENTAL SUPPLEMENT

This INCREMENTAL SUPPLEMENT, dated as of June 23, 2016 (this “Incremental Supplement”), is entered into by and among Western Refining, Inc., a Delaware corporation (the “Borrower”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”), and the Lenders named on the signature pages hereto, and acknowledged and (with respect to Section 5(e) only) agreed by the other Loan Parties named on the signature pages hereto.

PRELIMINARY STATEMENTS:

WHEREAS, the Borrower, the Administrative Agent, and certain financial institutions and other Persons from time to time party thereto are parties to that certain Term Loan Credit Agreement, dated as of November 12, 2013 (as the same may have been amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to those terms in the Credit Agreement, as supplemented hereby);

WHEREAS, Section 2.12 of the Credit Agreement provides that the Borrower may at any time or from time to time after the Closing Date request Incremental Term Loans upon the terms thereof;

WHEREAS, this Incremental Supplement shall constitute an Incremental Term Supplement as set forth in Section 2.12 of the Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders providing Incremental Term Loans (such Lenders being the “2016 Incremental Term Lenders”) provide to the Borrower Incremental Term Commitments and Incremental Term Loans pursuant to Section 2.12 of the Credit Agreement on the Incremental Effective Date (as defined below) in an aggregate principal amount of $500,000,000 (the “2016 Incremental Term Loans”; and the commitments with respect thereto, the “2016 Incremental Term Commitments”);

WHEREAS, the proceeds of the 2016 Incremental Term Loans will be used to fund, in part, the consummation of the acquisition by the Borrower, directly or indirectly, of the Equity Interests of NTI LP that it does not own, directly or indirectly, immediately prior to the Incremental Effective Date, to pay related fees and expenses in connection therewith and for other general corporate purposes; and

WHEREAS, each of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), Goldman Sachs Lending Partners LLC, J.P. Morgan Securities LLC, UBS Securities LLC and Wells Fargo Securities, LLC has agreed to act as a joint lead arranger and joint bookrunner (collectively, the “Arrangers”) for the Incremental Term Loans, each of Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., UBS Securities LLC and Wells Fargo Bank, N.A. has agreed to act as a co-syndication agent (collectively, the “Syndication Agents”) for the Incremental Term Loans, and each of Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., MUFG Union Bank, N.A., Regions Bank

and SunTrust Bank has agreed to act as a co-documentation agent (collectively, the “Documentation Agents”) for the Incremental Term Loans. The 2016 Incremental Term Lenders have agreed to enter into this Incremental Supplement to provide the 2016 Incremental Term Commitments and the 2016 Incremental Term Loans upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1 Incremental Term Loans. Pursuant to Section 2.12 of the Credit Agreement, and subject to the satisfaction of the conditions set forth in Section 2 hereof, on and as of the Incremental Effective Date:

(a) Each 2016 Incremental Term Lender that is an existing Lender under the Credit Agreement (an “Increasing Term Lender”) hereby agrees that upon, and subject to, the occurrence of the Incremental Effective Date, such 2016 Incremental Term Lender’s Commitment shall be increased, as contemplated by Section 2.12 of the Credit Agreement, by the amount set forth opposite such 2016 Incremental Term Lender’s name under the heading “2016 Incremental Term Commitment” on Schedule 1 to this Incremental Supplement. From and after the Incremental Effective Date, each reference in the Credit Agreement to any Increasing Term Lender’s Commitment shall mean its Commitment, as increased pursuant to this Incremental Supplement, and as set forth opposite its name on Schedule 1 to this Incremental Supplement under the heading “Total Commitment”.

(b) Each 2016 Incremental Term Lender that is not, prior to the effectiveness of this Incremental Supplement, an existing Lender under the Credit Agreement (each, an “Additional Term Lender”), hereby agrees that upon, and subject to, the occurrence of the Incremental Effective Date, such 2016 Incremental Term Lender shall be deemed to be, and shall become, a “Lender” and an “Incremental Term Lender” for all purposes of, and subject to all the obligations of a “Lender” and/or a “Incremental Term Lender”, respectively, under the Credit Agreement and the other Loan Documents, and shall have an Incremental Term Commitment that is equal to the amount set forth opposite such 2016 Incremental Term Lender’s name under the heading “2016 Incremental Term Commitment” on Schedule 1 to this Incremental Supplement. The Borrower and the Administrative Agent hereby agree that from and after the Incremental Effective Date, each Additional Term Lender shall be deemed to be, and shall become, a “Lender” and an “Incremental Term Lender”, as applicable, for all purposes of, and with all the rights and remedies of a “Lender” and/or an “Incremental Term Lender”, as applicable, under, the Credit Agreement and the other Loan Documents. From and after the Incremental Effective Date, each reference in the Credit Agreement to any Additional Term Lender’s Commitment or Incremental Term Commitment shall mean its Commitment as committed pursuant to this Incremental Supplement, and as set forth opposite its name on Schedule 1 to this Incremental Supplement under the heading “Total Commitment”.


		-2-		Western Refining – Incremental Supplement

(c) Each Additional Term Lender and each Increasing Term Lender hereby agrees to make 2016 Incremental Term Loans to the Borrower on the Incremental Effective Date in a principal amount equal to its respective 2016 Incremental Term Commitment (as determined by giving effect to this Incremental Supplement).

(d) Each reference to “Applicable Rate” in the Credit Agreement and the other Loan Documents shall mean, with respect to the 2016 Incremental Term Loans, (i) 4.50% with respect to Eurodollar Rate Loans and (ii) 3.50% with respect to Base Rate Loans”.

(e) Each reference to “maturity date” or “Maturity Date” in the Credit Agreement and the other Loan Documents shall mean, with respect to the 2016 Incremental Term Loans, June 23, 2023 (the “Stated 2016 Incremental Maturity Date”), unless 2021 Notes in an aggregate principal amount of more than $50,000,000 have not been the subject of a Maturity Extension Event (as defined below) on or prior to December 31, 2020 (a “Maturity Acceleration Event”), in which case each reference to “maturity date” or “Maturity Date” in the Credit Agreement and the other Loan Documents shall mean December 31, 2020 (the “Early 2016 Incremental Maturity Date”); provided, however, that if a Maturity Acceleration Event has occurred but as of December 31, 2020 the Liquidity Condition is satisfied, then (a) a Maturity Acceleration Event shall not occur and (b) the “maturity date” and “Maturity Date” for the 2016 Incremental Term Loans shall continue to be the Stated 2016 Incremental Maturity Date (and not the Early 2016 Incremental Maturity Date) unless, as of any time (the date on which such time occurs, the “Accelerated Maturity Date”) on or after the Early 2016 Incremental Maturity Date the Liquidity Condition is not satisfied, in which event the “maturity date” and the “Maturity Date” with respect to the 2016 Incremental Term Loans shall be the Accelerated Maturity Date. For purposes hereof:

“Liquidity” means, on any date of determination, the sum of (x) the aggregate unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries and (y) borrowing availability capable of being drawn by the Borrower on any Business Day under any revolving credit facility (including the ABL Credit Agreement), in each case as of such date of determination.

“Liquidity Condition” means that, on any date of determination, the Borrower and its Restricted Subsidiaries have aggregate Liquidity of not less than the sum of (x) $100,000,000 and (y) the outstanding principal amount of the 2021 Notes as of such date of determination.

“Maturity Extension Event” means, with respect to any 2021 Notes, (a) the redemption, repayment, defeasance or other discharge of such 2021 Notes in accordance with the terms of the 2021 Notes Indenture; (b) the amendment to or other modification of such 2021 Notes and the 2021 Notes Indenture causing the stated maturity date of such 2021 Notes to be extended to a date that is at least 91 days after the Stated 2016 Incremental Maturity Date; and/or (c) the refinancing of such 2021 Notes with Indebtedness permitted by the Credit Agreement having a stated maturity date that is at least 91 days after the Stated 2016 Incremental Maturity Date.


		-3-		Western Refining – Incremental Supplement

(f) If (i) the Borrower makes a prepayment of any 2016 Incremental Term Loan pursuant to Section 2.03(a) or Section 2.03(b)(i) of the Credit Agreement in connection with a Repricing Transaction or (ii) the 2016 Incremental Term Loans are otherwise subject to a Repricing Transaction, in each case, the Borrower shall pay a premium in respect of the principal amount of 2016 Incremental Term Loans that are subject to such prepayment or Repricing Transaction in an amount equal to 1.00% of such principal amount if such prepayment or Repricing Transaction occurs prior to the first anniversary of the Incremental Effective Date. Each such prepayment shall be applied to the 2016 Incremental Term Loans of the 2016 Incremental Term Lenders in accordance with their respective Applicable Class Percentages.

(g) The Borrower agrees to repay the 2016 Incremental Term Lenders in quarterly installments of principal, each of which shall be equal to 0.25% of the initial aggregate principal amount of the 2016 Incremental Term Loans. The first such payment shall be made on September 30, 2016 and each subsequent payment shall be made thereafter on the last Business Day of each March, June, September and December, with a final payment to be made on the Maturity Date of the 2016 Incremental Term Loans (determined in accordance with clause (e) above) in an amount equal to the then outstanding 2016 Incremental Term Loans. The amortization payable with respect to the Term Loans pursuant to Section 2.04 of the Credit Agreement shall remain unchanged and unaffected by this Incremental Supplement.

(h) Pursuant to Section 2.12 of the Credit Agreement, upon the funding of the 2016 Incremental Term Loans on the Incremental Effective Date, the 2016 Incremental Term Loans shall automatically and without further action by any Person constitute Loans and Incremental Term Loans for all purposes of the Credit Agreement and the other Loan Documents.

(i) Except as otherwise expressly provided herein or in the Credit Agreement, the 2016 Incremental Term Loans shall have the same terms, rights and obligations under the Credit Agreement that the Term Loans have thereunder. Notwithstanding the foregoing, the 2016 Incremental Term Loans shall constitute a separate and different Class of Loans than the Term Loans.

Section 2 Conditions to Effectiveness. Section 1 of this Incremental Supplement shall become effective as of the date when, and only when, the following conditions shall have been satisfied (as reasonably determined by the Administrative Agent and which with respect to any deliverable shall be in form and substance reasonably satisfactory to the Administrative Agent) or waived by the 2016 Incremental Term Lenders (the date on which such conditions have been satisfied in full being the “Incremental Effective Date”):

(a) The Administrative Agent shall have received executed signature pages to this Incremental Supplement from the Borrower and the 2016 Incremental Term Lenders or, as to any such party, advice reasonably satisfactory to the Administrative Agent that such party has executed this Incremental Supplement.


		-4-		Western Refining – Incremental Supplement

(b) The Administrative Agent shall have received (in sufficient copies for each Lender) a certificate of each Loan Party dated as of the Incremental Effective Date signed on behalf of such Loan Party by a Responsible Officer of such Loan Party, certifying on behalf of such Loan Party that, before and after giving effect to the Incremental Term Facility with respect to the 2016 Incremental Term Commitments, (i) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects on and as of the Incremental Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Incremental Supplement, the representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01 of the Credit Agreement, and (ii) no Default or Event of Default has occurred and is continuing, or would result from the 2016 Incremental Term Commitments on the Incremental Effective Date.

(c) The Administrative Agent shall have received a certified copy of the resolutions of the Board of Directors or other governing body, as applicable, of each Person that is a Loan Party (or duly authorized committee thereof) authorizing this Incremental Supplement and the matters contemplated hereby and thereby respectively.

(d) The Administrative Agent shall have received a favorable opinion of Davis Polk & Wardwell LLP, New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent.

(e) The Borrower shall have paid (or substantially concurrently with the satisfaction of the other conditions set forth herein, on the Incremental Effective Date, shall be paying) to the Administrative Agent for the account of each 2016 Incremental Term Lender, upfront fees equal to 2.00% (which may be paid in the form of original issue discount).

(f) The Borrower shall have paid (or substantially concurrently with the satisfaction of the other conditions set forth herein, on the Incremental Effective Date, shall be paying) all fees set forth in the engagement letter previously executed by the Borrower in favor of the Arrangers, the Syndication Agents and the Documentation Agents and all reasonable and documented out-of-pocket costs and expenses (including the fees and expenses of Shearman & Sterling LLP) incurred by MLPFS and the Administrative Agent in connection with the preparation, negotiation and execution of this Incremental Supplement required to be paid in connection with this Incremental Supplement.

(g) The “Third Amendment Effective Date” (as defined in Amendment No. 3 to the Term Loan Credit Agreement dated as of May 27, 2016 among the Borrower, the Lenders party thereto and the Administrative Agent) shall have occurred.


		-5-		Western Refining – Incremental Supplement

Section 3 New Lenders. With respect to any 2016 Incremental Term Lender that is not an existing Lender under the Credit Agreement before giving effect to this Incremental Supplement, (a) each such Lender hereby represents and warrants and agrees as to all matters set forth in Section 1.2 of the Standard Terms and Conditions for Assignment and Assumption contained in Exhibit D to the Credit Agreement as if it were an Assignee thereunder entering into an Assignment and Assumption, mutatis mutandis, (b) on and after the Incremental Effective Date, each such Lender shall be a party to the Credit Agreement and, to the extent provided in this Incremental Supplement, shall have the rights and obligations of a Lender thereunder and (c) all notices and other communications provided for hereunder or under the Loan Documents to each such Lender shall be to its address as set forth in the administrative questionnaire it has furnished to the Administrative Agent.

Section 4 Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:

(a) Each Loan Party and each of its Restricted Subsidiaries (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and (ii) has all requisite corporate power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under the Loan Documents (including this Incremental Supplement) to which it is a party, except, with respect to this clause (ii), to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) The execution and delivery of this Incremental Supplement by each Loan Party that is a party to this Incremental Supplement and the performance under this Incremental Supplement and the Loan Documents by each Loan Party that is a party hereto and thereto, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation to which such Person is a party or affecting such Person, or the properties of such Person or any of its Restricted Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any Law.

(c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Incremental Supplement. This Incremental Supplement has been duly executed and delivered by each Loan Party that is party hereto. This Incremental Supplement constitutes a legal, valid and binding obligation of each Loan Party that is party hereto, enforceable against such Loan Party in accordance with its terms.

(d) The representations and warranties of the Borrower set forth in Article V of the Credit Agreement are true and correct in all material respects on and as of the


		-6-		Western Refining – Incremental Supplement

Incremental Effective Date, immediately before and immediately after giving effect to this Incremental Supplement, except to the extent that any such representation and warranty is expressly stated to be made as of an earlier date.

(e) On the Incremental Effective Date, immediately before and immediately after giving effect to this Incremental Supplement, no Default or Event of Default has occurred and is continuing.

Section 5 Reference to and Effect on the Loan Documents.

(a) On and after the effectiveness of this Incremental Supplement, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as supplemented by this Incremental Supplement.

(b) The Credit Agreement, as specifically supplemented by this Incremental Supplement, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as supplemented by this Incremental Supplement.

(c) The execution, delivery and effectiveness of this Incremental Supplement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

(d) This Incremental Supplement constitutes a Loan Document.

(e) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) to the extent applicable, ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents, subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations pursuant to the Guaranty.

Section 6 Costs and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration of this Incremental Supplement and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of the Credit Agreement.


		-7-		Western Refining – Incremental Supplement

Section 7 Counterparts. This Incremental Supplement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Incremental Supplement by facsimile or other electronic transmission (e.g., a “PDF” or “TIF”) shall be effective as delivery of a manually executed counterpart of this Incremental Supplement.

Section 8 Applicable Law. THIS INCREMENTAL SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 9 Headings. The headings of this Incremental Supplement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 10 Notices. All communications and notices hereunder shall be given as provided in the Credit Agreement.

Section 11 Severability. The fact that any term or provision of this Incremental Supplement is held invalid, illegal or unenforceable as to any Person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation, or jurisdiction or as applied to any Person.

Section 12 Successors. The terms of this Incremental Supplement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

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		-8-		Western Refining – Incremental Supplement

IN WITNESS WHEREOF, the parties hereto have caused this Incremental Supplement to be executed by their respective authorized officers as of the date first above written.


WESTERN REFINING, INC.,
as Borrower

By:		/s/ Jeffrey S. Beyersdorfer
		Name: Jeffrey S. Beyersdorfer
		Title: Senior Vice President – Treasurer and Director of Investor Relations