DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2006

GIANT INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10398	86-0642718
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
23733 North Scottsdale Road
Scottsdale, Arizona		85255
(Address of principal executive offices)		(Zip Code)

(480) 585-8888

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 to Form 8-K):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

     Amendment to Merger Agreement

     On August 26, 2006, Giant Industries, Inc., a Delaware corporation (“Giant”), Western Refining, Inc., a Delaware corporation (“Western”), and New Acquisition Corporation, a Delaware corporation (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will be merged into Giant, with Giant continuing after the merger as the surviving corporation and a wholly-owned, direct subsidiary of Western (the “Merger”). On November 12, 2006, Giant, Western and Merger Sub entered into an Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”). The Amendment modifies the Merger Agreement as follows:

     (a) The per share merger consideration payable to the stockholders of Giant at the effective time of the Merger (the “Effective Time”), other than to stockholders who are entitled to and properly exercise dissenters’ rights under Delaware law, has been reduced from $83.00 per share to $77.00 per share.

     (b) Giant is released from the no-shop provisions for a period of 30 days, during which it may affirmatively solicit additional buyers. If Giant receives an offer that the Board of Directors believes in the exercise of its fiduciary duties constitutes a Superior Proposal, the Board may terminate the Merger Agreement and pay Western a break-up fee. The break-up fee was proportionately reduced with the reduction in the merger consideration from $37.5 million to $34 million.

     (c) The outside closing date was extended to April 30, 2007, the threshold with respect to dissenting shares was increased from 10% to 20%, the overall bonus pool available for Giant employees was reduced from $13 million to $9.5 million, and Mr. Holliger’s consulting agreement with Western was amended as provided below.

     (d) All references in the Merger Agreement to the phrase “Material Adverse Effect” are replaced with the phrase “Catastrophic Material Adverse Effect”; the phrase “Catastrophic Material Adverse Effect” is defined in the Amendment generally by reference to the former definition of Material Adverse Effect, provided that individual changes, events or effects must be $10 million or more, net of insurance, and the aggregate of all changes, events or effects must be $200 million or more, net of insurance, prior to December 31, 2011, for a Catastrophic Material Adverse Effect to occur; and if a Catastrophic Material Adverse Effect occurs, a condition to closing will have failed which would give Western only the right to terminate the transaction.

     (e) Corresponding changes and other procedural or technical changes were made to certain of the representations and warranties, covenants and agreements, closing conditions and termination rights, all as set forth in the Amendment.

     The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. You are encouraged to review the Amendment, together with the copy of the Merger Agreement filed with the Company’s current report on Form 8-K filed on August 28, 2006, for a more complete understanding of the changes to the transaction.

     Amendment to Consulting Agreement

     Concurrently with, and as a Western condition to, the execution of the Amendment, Fred L. Holliger, Giant’s Chairman and Chief Executive Officer, entered into an Amendment No. 1 to Consulting and Non-competition Agreement with Western (the “Amended Consulting Agreement”). The Amended Consulting Agreement will take effect at the Effective Time. The Amended Consulting Agreement reduces the number of hours each month that Mr. Holliger will be required to be available to provide consulting services to Western, eliminates his aircraft travel allowance of $500,000 for each twelve-month period and reduces his consulting payments from $730,000 to $440,000 for each twelve-month period. The Amendment No. 1 to Consulting and Non-competition Agreement is filed as Exhibit 10.1 hereto.

     Caution Required by Certain Securities and Exchange Commission Rules

     This current report on Form 8-K may be deemed to be soliciting material relating to the proposed Merger transaction between Western and Giant. In connection with the proposed Merger, Giant has filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”), and will file a revised proxy statement to reflect the Amendment. Investors and security holders of Giant are advised to read the revised proxy statement and any other relevant documents filed with the SEC when they become available because those documents will contain important information about the proposed Merger. The final proxy statement will be mailed to stockholders of Giant. Investors and security holders may obtain a free copy of the final proxy statement when it becomes available, and other documents filed by Giant with the SEC, at the SEC’s website at http://www.sec.gov. Copies of the final proxy statement, when it becomes available, and Giant’s other filings with the SEC also may be obtained free of charge from Giant Industries, Inc., 23733 North Scottsdale Road, Scottsdale, Arizona 85255, Attention: Investor Relations.

     Giant, Western and their respective directors, executive officers, other members of their management and employees may be deemed, under SEC rules, to be soliciting proxies from Giant’s stockholders in favor of the proposed Merger. Information regarding Giant’s directors and executive officers is available in Giant’s proxy statement for its 2006 annual meeting of stockholders, which was filed with the SEC on March 1, 2006. Information regarding Western’s directors and executive officers is available in Western’s proxy statement for its 2006 annual meeting of stockholders, which was filed with the SEC on April 25, 2006. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.

     Forward-Looking Information

     The matters discussed in this current report on Form 8-K that are not historical or current facts may be forward looking information, including whether and when the transactions contemplated by the Merger Agreement may be completed. Such forward looking statements are subject to inherent risks and uncertainties, including the effect of the 30-day release of Giant from the no-shop clause, whether a Catastrophic Material Adverse Effect will occur that will cause a failure of a closing condition, and other risks and uncertainties described from time to time in Giant’s reports filed with the SEC, including its annual report on Form 10-K for the year

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ended December 31, 2005. This current report on Form 8-K speaks only as of its date, and Giant disclaims any duty to update this information.

Item 2.02 Results of Operations and Financial Condition

     On November 13, 2006, the Company issued a press release announcing its net earnings for the third quarter ended September 30, 2006, a copy of which is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

     Press Release

     On November 13, 2006, Giant and Western issued a joint press release regarding the Amendment. The press release is filed as Exhibit 99.2 hereto.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

2.1	Amendment No. 1 to Agreement and Plan of Merger, dated November 12, 2006, among Giant Industries, Inc., Western Refining, Inc. and New Acquisition Corporation.*
10.1	Amendment No. 1 to Consulting and Non-Competition Agreement, dated November 12, 2006, between Fred L. Holliger and Western Refining, Inc.
99.1	Press Release, dated November 13, 2006, issued by Giant Industries, Inc., regarding net earnings.
99.2	Press Release, dated November 13, 2006, issued by Western Refining, Inc. and Giant Industries, Inc., regarding amendment to merger agreement.

* The Updated Disclosure Letter and related schedules have been omitted from this filing, but will be furnished supplementally by Giant to the SEC upon its request.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GIANT INDUSTRIES, INC. (Registrant)
	By:	/s/ Mark B. Cox
Date: November 13, 2006		Mark B Cox
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Amendment No. 1 to Agreement and Plan of Merger, dated November 12, 2006, among Giant Industries, Inc., Western Refining, Inc. and New Acquisition Corporation.*
10.1	Amendment No. 1 to Consulting and Non-competition Agreement, dated November 12, 2006, between Fred L. Holliger and Western Refining, Inc.
99.1	Press Release, dated November 13, 2006, issued by Giant Industries, Inc., regarding net earnings.
99.2	Press Release, dated November 13, 2006, issued by Western Refining, Inc. and Giant Industries, Inc., regarding amendment to merger agreement.

* The Disclosure Letter and related schedules have been omitted from this filing, but will be furnished supplementally by Giant to the SEC upon its request.

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EX-2.1

Exhibit 2.1

AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER

     This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of November 12, 2006 (the “Amendment Effective Date”), is among WESTERN REFINING, INC., a Delaware corporation (“Parent”), NEW ACQUISITION CORPORATION, a Delaware corporation and a direct and wholly-owned subsidiary of Parent (“Merger Sub”), and GIANT INDUSTRIES, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment shall have the same meanings as set forth in the Original Merger Agreement (as defined below).

RECITALS

     WHEREAS, Parent, Merger Sub and the Company entered into that certain Agreement and Plan of Merger, dated as of August 26, 2006 (the “Original Merger Agreement”); and

     WHEREAS, the parties to the Original Merger 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:

          1. AMENDMENTS.

          (a) Per Share Merger Consideration. Section 2.1(a) of the Original Merger Agreement is hereby amended by replacing the “$83.00” Per Share Merger Consideration set forth therein with the following amount: “$77.00”.

          (b) Absence of Certain Changes. Section 3.9 of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex A attached to this Amendment, which is incorporated by reference herein.

          (c) Environmental Matters. Section 3.13 of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex B attached to this Amendment, which is incorporated by reference herein.

          (d) Conduct of Business. Section 5.1(a)(xiv) of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex C attached to this Amendment, which is incorporated by reference herein.

          (e) No Solicitation. Section 5.2 of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex D attached to this Amendment, which is incorporated by reference herein.

          (f) Inspection Rights. The first sentence of Section 5.5 of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex E attached to this Amendment, which is incorporated by reference herein.

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          (g) Employee Benefits. Section 5.9(b)(v) of the Original Merger Agreement is hereby amended by replacing the “$13,000,000” maximum aggregate amount for bonuses paid under clauses (A) and (B) of such section with the following amount: “$9,500,000”.

          (h) Conditions to Obligation of Parent to Effect the Merger. Section 6.3(a) of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex F attached to this Amendment, which is incorporated by reference herein. Section 6.3(b) of the Original Merger Agreement is hereby amended to replace the reference to the Consulting and Non-Competition Agreement entered into as of the date of the Original Merger Agreement between Parent and Fred L. Holliger with a reference to such Consulting and Non-Competition Agreement as amended as of the date of this Amendment. Section 6.3(c) of the Original Merger Agreement is hereby amended by replacing the “10%” total number of Dissenting Shares with the following amount: “20%”. Section 6.3 of the Original Merger Agreement is hereby amended by adding a new Section 6.3(e) at the end thereof as set forth on Annex G attached to this Amendment, which is incorporated by reference herein.

          (i) Outside Date. Section 7.2(a) of the Original Merger Agreement is hereby amended by replacing the “March 31, 2007” date set forth therein with the following date: “April 30, 2007”.

          (j) Termination by the Company. Section 7.3(a) of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex H attached to this Amendment, which is incorporated by reference herein.

          (k) Termination by Parent. Section 7.4(a) of the Original Merger Agreement is hereby amended and restated in its entirety as set forth on Annex I attached to this Amendment, which is incorporated by reference herein.

          (l) Effect of Termination. Section 7.5(a) of the Original Merger Agreement is hereby amended by replacing the amount of the Termination Amount of “$37,500,000” with the following amount: “$34,000,000”.

          (m) Catastrophic Material Adverse Effect. Each and every reference in the Original Merger Agreement to the term “Material Adverse Effect” is hereby amended to read “Catastrophic Material Adverse Effect” and the definition of “Material Adverse Effect” set forth in Section 8.9(d) of the Original Merger Agreement is hereby amended and restated in its entirety with the definition of Catastrophic Material Adverse Effect as set forth on Annex J attached to this Amendment, which is incorporated by reference herein.

          (n) Updated Disclosure Letter. The Company has provided to Parent and Merger Sub an updated Disclosure Letter as of the Amendment Effective Date (the “Updated Disclosure Letter”), which Updated Disclosure Letter shall replace and supersede for all purposes the Disclosure Letter delivered as of the execution of the Original Merger Agreement, and shall be deemed for all purposes to be the Disclosure

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Letter referred to in the Original Merger Agreement, as amended by this Amendment. All references in the Original Merger Agreement to the “Disclosure Letter” shall be deemed to refer to the Updated Disclosure Letter.

          2. REPRESENTATIONS AND WARRANTIES.

          (a) By the Company. Except as set forth on the Updated Disclosure Letter provided on the Amendment Effective Date, the Company hereby represents and warrants to Parent and Merger Sub that each of the representations and warranties contained in Article 3 of the Original Merger Agreement is and continues to be true and correct as of the Amendment Effective Date (except for representations and warranties made as of a specified date, which were true and correct only as of the specified date).

          (b) By Parent and Merger Sub. Parent and Merger Sub, jointly and severally, hereby represent and warrant to the Company that (i) each of the representations and warranties contained in Article 4 of the Original Merger Agreement is and continues to be true and correct as of the Amendment Effective Date (except for representations and warranties made as of a specified date, which were true and correct only as of the specified date), and (ii) neither Parent nor Merger Sub is aware of any facts, circumstances, events, conditions, actions or occurrences that it believes constitute or would reasonably be expected to constitute a breach of any representation, warranty, covenant or agreement of the Company in the Original Merger Agreement as amended by this Amendment, or that has had or would reasonably be expected to have a Catastrophic Material Adverse Effect.

          3. CONTINUED EFFECTIVENESS OF ORIGINAL MERGER AGREEMENT. Except as specifically amended by this Amendment, the Original Merger Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the Amendment Effective Date, and is hereby ratified and confirmed in all respects.

          4. ENTIRE AGREEMENT. This Amendment, the Original Merger Agreement, the Escrow Agreement, the Confidentiality Agreement and the Updated Disclosure Letter constitute the entire agreement among the parties with respect to the subject matter hereof, and supersede all prior agreements and understandings among the parties with respect thereto.

          5. AMENDMENTS. This Amendment may be amended by the parties hereto, by action taken or authorized by their boards of directors, at any time before or after approval of matters presented in connection with the Merger by the stockholders of the Company, but after any such stockholder approval, no amendment shall be made which by law requires the further approval of stockholders without obtaining such further approval. This Amendment may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

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          6. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL; ATTORNEYS’ FEES. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. EACH OF THE COMPANY, MERGER SUB AND PARENT HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE JURISDICTION OF THE COMPETENT COURTS OF THE STATE OF DELAWARE AND OF THE UNITED STATES OF AMERICA, IN EITHER CASE LOCATED IN WILMINGTON, DELAWARE (THE “DELAWARE COURTS”) FOR ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE DELAWARE COURTS AND AGREES NOT TO PLEAD OR CLAIM IN ANY DELAWARE COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AMENDMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT. THE PREVAILING PARTY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE ENTITLED TO RECEIVE OR BE REIMBURSED FOR ITS REASONABLE ATTORNEYS’ FEES.

          7. COUNTERPARTS. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument.

          8. HEADINGS. Headings in this Amendment are for the convenience of the parties only, and shall be given no substantive or interpretative effect whatsoever.

          9. SEVERABILITY. Any term or provision of this Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Amendment or affecting the validity or enforceability of any of the terms or provisions of this Amendment in any other jurisdiction. If any provision of this Amendment is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

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[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties have executed this Amendment and caused the same to be duly delivered on their behalf on the day and year first written above.

WESTERN REFINING, INC.
By:	/s/ Paul L. Foster
Name:		Paul L. Foster
Title:		President and Chief Executive Officer

NEW ACQUISITION CORPORATION
By:	/s/ Paul L. Foster
Name:		Paul L. Foster
Title:		President

GIANT INDUSTRIES, INC.
By:	/s/ Fred L. Holliger
Name:		Fred L. Holliger
Title:		Chairman and Chief Executive Officer

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Annex A

     SECTION 3.9 ABSENCE OF CERTAIN CHANGES. Since December 31, 2005, except as contemplated by this Agreement, the Company has conducted its business only in the ordinary and usual course of business and, during such period, there has not been (i) any change by the Company or any of its Subsidiaries in any of its accounting methods, principles or practices, except for changes required by generally accepted accounting principles, or any of its Tax methods, practices or elections, except for any changes that have not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect; (ii) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of the Company, or any direct or indirect redemption, purchase or any other acquisition by the Company of any such stock; (iii) any change in the capital stock or in the number of shares or classes of the Company’s authorized or outstanding capital stock (other than as a result of issuances under the Company’s stock option plans permitted hereunder pursuant to Section 5.1 or exercises of outstanding Stock Options); or (iv) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan for the benefit of any directors, officers or key employee of the Company or any of its Subsidiaries, other than bonuses and salary increases for employees who are not directors or officers of the Company or its Subsidiaries in the ordinary course of business consistent with past practice.

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Annex B

          SECTION 3.13 ENVIRONMENTAL MATTERS

          (a) The Company and its Subsidiaries and their respective businesses and operations have been and are in compliance with all applicable final and binding orders of any court, Governmental Authority or arbitration board or tribunal and any applicable law, policy, decree, edict, ordinance, rule, regulation, standard or other legal requirement (including common law) related to human health and the environment (“Environmental Health and Safety Laws”), except where the failure to so be in compliance has not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect, and possess and are in compliance with any permits or licenses required under Environmental Health and Safety Laws, except where the failure to so be in compliance has not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect. There are no past or present facts, conditions or circumstances that interfere with the conduct of the business and operations of the Company and its Subsidiaries in the manner now conducted or which interfere with continued compliance with any Environmental Health and Safety Law, which interference has had or would reasonably be expected to have a Catastrophic Material Adverse Effect.

          (b) There are no judicial or administrative proceedings or governmental investigations pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries that allege the violation of or seek to impose liability pursuant to any Environmental Health and Safety Law, except for such violations and liabilities as have not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect, and there are no past or present facts, conditions or circumstances at, on or arising out of, or otherwise associated with the businesses and operations of the Company and its Subsidiaries, including but not limited to on-site or off-site disposal, release or spill of any material, substance or waste classified, characterized or otherwise regulated as hazardous, toxic, pollutant, contaminant or words of similar meaning under Environmental Health and Safety Laws, including petroleum or petroleum products or byproducts (“Hazardous Materials”) which constitute a violation of Environmental Health and Safety Law or are reasonably likely to give rise to (i) costs, expenses, liabilities or obligations for any cleanup, remediation, disposal or corrective action under any Environmental Health and Safety Law, (ii) claims arising for personal injury, property damage or damage to natural resources, or (iii) fines, penalties or injunctive relief, except for such violations, costs, expenses, liabilities, obligations, claims, fines, penalties or injunctive relief that have not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect.

          (c) Neither the Company nor any of its Subsidiaries has (i) received any written notice of noncompliance with, violation of, or liability or potential liability under any Environmental Health and Safety Law, except for such notices that have not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect, nor (ii) entered into any consent decree, order or similar agreement, except for such consent decrees, orders or agreements that have not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any order of any court or Governmental Authority or tribunal under any Environmental Health and Safety

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Law relating to the cleanup of any Hazardous Materials, except for such orders that have not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect.

          (d) Neither the Company nor any of its Subsidiaries has received notice of any claim under Environmental Health and Safety Laws relating to the business or operations of the Company or its Subsidiaries, except for such notices that have not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect.

          (e) Schedule 3.13 of the Disclosure Schedule lists all permits, licenses or similar approval documents which are required for operation in compliance with applicable Environmental Health and Safety Laws, except where the failure to hold any such permit, license or approval has not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect.

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Annex C

          (xiv) shall not, nor shall it permit any of its Subsidiaries to, (A) incur any indebtedness for borrowed money (except under credit lines in existence as of the date of this Agreement) or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of such party or guarantee any debt securities of others, (B) except in the ordinary course of business, enter into any material lease (whether such lease is an operating or capital lease) or create any material Liens on the property of the Company of any of its Subsidiaries in connection with any indebtedness thereof, (C) make or enter into agreements that would require them to make capital expenditures on any project in excess of 25% over the amounts identified on Schedule 5.1(a)(xiv) of the Disclosure Letter without the consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, (D) make or enter into any new agreements committing the Company to make capital expenditures on any new capital project in excess of $10 million without the consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, or (E) make or enter into agreements that require them to make capital expenditures on any ongoing existing capital project (other than those referenced in Schedule 5.1(a)(xiv) of the Disclosure Letter) in excess of $10 million more than the amount which has been spent, or which the Company is contractually required to spend on such project, as of November 10, 2006, without the consent of Parent, which shall not be unreasonably withheld, conditioned or delayed;

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Annex D

     SECTION 5.2 NO SOLICITATION

     (a) During the period beginning on November 13, 2006 (the “Commencement Date”) and continuing until 12:01 a.m. Central Time on December 13, 2006 (the “Go-Shop Period”), the Company and its officers, directors, employees, agents and representatives, including any investment banker, attorney or accountant retained by the Company, shall have the right to: (i) initiate, solicit and encourage Acquisition Proposals, including by way of providing access to non-public information to any other Person pursuant to a confidentiality agreement in reasonably customary form and which does not contain terms that prevent the Company from complying with its obligations under this Section 5.2; provided that the Company shall promptly provide to Parent any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access which was not previously provided to Parent; and (ii) enter into and maintain or continue discussions or negotiations with respect to Acquisition Proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations.

     (b) Subject to Section 5.2(c) and except as may relate to any Person or group of related Persons from whom the Company has received, after the Commencement Date and prior to the expiration of the Go-Shop Period, a bona fide written Acquisition Proposal that the board of directors of the Company believes in good faith, after consultation with its outside legal counsel, constitutes or could reasonably be expected to lead to a Superior Proposal (any such Person or group of related Persons, an “Identified Party”), the Company shall, and the Company shall cause its officers, directors, employees, agents or representatives, including any investment banker, attorney or accountant retained by the Company, from and after the expiration of the Go-Shop Period to (i) immediately cease and cause to be terminated any existing discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal; and (ii) until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article 7, not solicit, initiate or encourage (including by way of furnishing non-public information) any inquiry, proposal or offer (including any proposal or offer to its stockholders) with respect to a third-party tender offer, merger, consolidation, business combination, sale of assets, sale of stock or joint venture or similar transaction involving any assets or class of capital stock of the Company, or any acquisition of the capital stock of the Company or a business or material assets (other than sales of current assets in the ordinary course of business) of the Company in a single transaction or a series of related transactions, or any combination of the foregoing (any such proposal, offer or transaction being hereinafter referred to as an “Acquisition Proposal”) or engage in any discussions or negotiations concerning an Acquisition Proposal.

     (c) Notwithstanding anything to the contrary in Section 5.2(b) but subject to the last sentence of this Section 5.2(c), at any time following the expiration of the Go-Shop Period and prior to obtaining the Requisite Vote, in response to a bona fide written Acquisition Proposal (which must be unsolicited except to the extent made in response to a solicitation made during the Go-Shop Period) made after the expiration of the Go-Shop Period, nothing contained in this Agreement shall prevent the Company or its board of directors from providing information (pursuant to a confidentiality agreement in reasonably customary form and which does not

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contain terms that prevent the Company from complying with its obligations under this Section 5.2) to or engaging in any negotiations or discussions with any Person or group who has made a bona fide Acquisition Proposal with respect to all of the outstanding shares of capital stock of the Company or all or substantially all of the assets of the Company if (x) the Company’s board of directors determines in good faith and after consultation with its financial advisors, taking into account all financial considerations, including the legal, financial, regulatory and other aspects of the Acquisition Proposal deemed relevant by the Company’s board of directors, the identity of the Person making the Acquisition Proposal, and the conditions and prospects for completing the Acquisition Proposal, that such Acquisition Proposal is reasonably likely to result in a transaction more favorable to the holders of the Shares from a financial point of view than the Merger (a “Superior Proposal”) and (y) the board of directors of the Company, after consultation with its outside legal counsel, determines in good faith that the failure to do so would result in a breach of its fiduciary obligations under applicable law. Notwithstanding the foregoing, the parties agree that, notwithstanding the expiration of the Go-Shop Period, the Company may continue to engage in the activities described in Section 5.2(a)(i) and (ii) with respect to any Identified Parties, including with respect to any amended proposal submitted by such Identified Parties following the expiration of the Go-Shop Period.

     (d) As of the expiration of the Go-Shop Period, the Company shall advise Parent of the identities of Identified Parties and the material terms and conditions of each Acquisition Proposal received from an Identified Party. Following the expiration of the Go-Shop Period, the Company agrees that it will notify Parent promptly (and in any event within 24 hours) if any proposal or offer relating to or constituting an Acquisition Proposal is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, the Company or any of its officers, directors, employees, agents or representatives. In connection with such notice, the Company shall indicate the identity of the Person or group making such request or inquiry or engaging in such negotiations or discussions and the material terms and conditions of any Acquisition Proposal. Thereafter, the Company shall keep Parent fully informed on a prompt basis (and in any event within 24 hours) of any material changes, additions or adjustments to the terms of any such proposal or offer. Prior to taking any action referred to in Section 5.2(c), if the Company intends to participate in any such discussions or negotiations or provide any such information to any such third party, the Company shall give prior written notice to Parent.

     (e) Subject to Section 7.3(b), nothing contained in this Agreement shall prevent the Company or its board of directors from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or making any disclosure to the Company’s stockholders if the Company’s board of directors determines in good faith that the failure to make such disclosure would result in a breach of its fiduciary duties under applicable law.

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Annex E

From the date hereof to the Effective Time, and except as set forth in Schedule 5.5 of the Disclosure Letter, the Company shall allow all designated officers, attorneys, accountants and other representatives of Parent access at all reasonable times upon reasonable notice to the records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position, or otherwise pertaining to the business and affairs of the Company and its Subsidiaries, including inspection of such properties; provided that no investigation by Parent pursuant to this Section 5.5 shall affect any representation or warranty given by the Company hereunder, and provided further that notwithstanding the provision of information by the Company or investigation by Parent, the Company shall not be deemed to make any representation or warranty except as expressly set forth in this Agreement.

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Annex F

     (a) (i) Except with respect to the covenants set forth in Sections 5.1(a)(i), 5.1(a)(ii), 5.1(a)(v), 5.1(a)(xiv), 5.1(a)(xxiii) (to the extent it relates to another Specified Covenant), and 5.7 of the Agreement (collectively, the “Specified Covenants”), the Company shall have performed in all material respects its covenants and agreements contained in this Agreement required to be performed on or prior to the Closing Date; (ii) except with respect to the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.17, 3.19 and 3.20 of the Agreement (the “Specified Representations”), the representations and warranties of the Company contained in this Agreement shall be true and correct, except where the failure to be true and correct has not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect; (iii) with respect to the Specified Covenants, the Company shall have performed the Specified Covenants required to be performed on or prior to the Closing Date, except where the failure to perform such covenants and agreements has not had and would not reasonably be expected to have a Catastrophic Material Adverse Effect; (iv) with respect to those portions of the Specified Representations that are qualified by Catastrophic Material Adverse Effect or any other materiality qualification, such Specified Representations and warranties shall be true and correct; and (v) with respect to those portions of the Specified Representations that are not qualified by Catastrophic Material Adverse Effect or any other materiality qualification, such representations and warranties shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date; provided, however, that with respect to representations and warranties described in clauses (ii), (iv) and (v) that are made as of a specified date, such representations and warranties need only be true and correct as of the specified date, subject to the applicable materiality standard ascribed thereto. Parent shall have received a certificate of the Company, executed on its behalf by its Chief Executive Officer or Chief Financial Officer, dated the Closing Date, certifying to such effect.

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Annex G

     (e) Since December 31, 2005, except as set forth in the Disclosure Letter or except for events, conditions, actions, occurrences or facts disclosed with reasonable specificity in the Company Reports furnished or filed with the SEC on or after January 1, 2006 and prior to November 9, 2006, there has not been any event, condition, action or occurrence that has had or would reasonably be expected to have a Catastrophic Material Adverse Effect.

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Annex H

     (a) Circumstances exist or have occurred such that the conditions set forth in Section 6.2(a) would not be satisfied and such circumstances are not curable, or, if curable, are not cured within 30 days after written notice of same is given by the Company to Parent; provided, however, that the right to terminate this Agreement pursuant to this Section 7.3(a) shall not be available to the Company if it, at such time, is in material breach of any representation, warranty, covenant or agreement set forth in this Agreement such that the conditions set forth in Section 6.3(a) shall not be satisfied; or

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Annex I

     (a) Circumstances exist or have occurred such that the conditions set forth in Section 6.3(a) would not be satisfied and such circumstances are not curable, or, if curable, are not cured within 30 days after written notice of same is given by Parent to the Company; provided, however, that the right to terminate this Agreement pursuant to this Section 7.4(a) shall not be available to Parent if it, at such time, is in material breach of any representation, warranty, covenant or agreement set forth in this Agreement such that the conditions set forth in Section 6.2(a) shall not be satisfied; or

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Annex J

     (d) “Catastrophic Material Adverse Effect” shall mean any change, event or effect that, individually or together with other changes, events or effects, has been or would reasonably be expected to be materially adverse to (a) the business, assets and liabilities (taken together), results of operations or financial condition of the Company and its Subsidiaries on a consolidated basis or (b) the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement or fulfill the conditions to closing set forth in ARTICLE 6, except to the extent that such change, event or effect results from (i) general political or economic conditions (including prevailing interest rates and stock market levels) in the United States or other countries in which the Company or its Subsidiaries operate, (ii) effects of conditions or events that are generally applicable to the petroleum refining industry, including effects of changes in the price of crude oil and product prices, (iii) changes in laws or regulations affecting the petroleum refining industry generally, (iv) the announcement or pendency of the Merger, or changes or effects resulting from the taking of any action required to comply with the express terms of this Agreement, or (v) any stockholder litigation instituted as a result of the Amendment; provided, however, that such changes, events or effects described in clauses (i), (ii) or (iii) do not affect the Company in a materially disproportionate manner relative to other companies in the petroleum refining industry. For purposes of clause (a) of this definition, no change, event or effect shall be considered in determining whether a Catastrophic Material Adverse Effect has occurred unless it has or would reasonably be expected to result in losses, liabilities, claims, costs or damages, net of any available insurance, of $10.0 million or more prior to December 31, 2011, and a Catastrophic Material Adverse Effect shall not be deemed to have occurred under clause (a) unless and until all such changes, events or effects have or are likely to result in aggregate losses, liabilities, claims, costs or damages, net of any available insurance, of $200.0 million or more prior to December 31, 2011.

EX-10.1

Exhibit 10.1

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).

RECITALS

     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:

          1. Amendments.

     (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 Consulting Agreement. Except as specifically amended by this Amendment, the Consulting Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof and is hereby ratified and confirmed in all respects.

          3. Entire Agreement. This Amendment and the Consulting Agreement constitute the entire agreement of the parties with regard to the subject matter hereof and thereof and contain all of the covenants, promises, representations, warranties and agreements between the parties with respect to such subject matter. Any modification of this Amendment will be effective only if it is in writing and signed by the party to be charged.

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          4. Applicable Law; Jurisdiction. This Amendment is entered into under, and shall be governed for all purposes by, the laws of the State of Arizona, without reference to its choice of law provisions. The parties agree that any disputes arising out of or related in any way to this Amendment, including a breach of this Amendment, shall be filed exclusively in the state or federal courts in Maricopa County, Arizona. The parties consent and agree to the jurisdiction of the Arizona courts. Neither party will argue or contend that it is not subject to the jurisdiction of the Arizona courts or that venue in Maricopa County, Arizona, is improper. The parties understand that they are giving up valuable legal rights under this provision, and that they voluntarily and knowingly waive those rights.

          5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement.

          6. Headings. The paragraph headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

          7. Severability. Any provision in this Amendment which is prohibited or unenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the date set forth above.

THE COMPANY:

Western Refining, Inc.

By: /s/ Paul L. Foster

Name: Paul L. Foster

Title: President and Chief Executive Officer

CONSULTANT:

/s/ Fred L. Holliger

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

November 13, 2006

GIANT INDUSTRIES, INC. ANNOUNCES THIRD QUARTER 2006
NET INCOME OF $3.00 PER DILUTED SHARE

Scottsdale, Arizona — November 13, 2006 — Giant Industries, Inc. [NYSE: GI] today reported net earnings of $44.0 million, or $3.00 per diluted share for the third quarter ended September 30, 2006. Net earnings were $46.6 million, or $3.38 per diluted share in the third quarter of 2005. The Company reported net earnings of $80.9 million, or $5.51 per diluted share, for the first nine months of 2006 compared to net earnings of $77.3 million, or $5.80 per diluted share in 2005.

As previously announced, Giant Industries, Inc., will release its full third quarter 2006 operating results before the market opens for trading on Tuesday, November 14, 2006. Management will host a corresponding conference call and live webcast at 3:00 p.m. ET on Tuesday, November 14, 2006. This call is being webcast by CCBN and can be accessed at Giant’s web site, www.giant.com. The call can also be heard by dialing (800) 510-9836, passcode: 65055223. The audio replay will be available through Sunday, November 19, 2006, by dialing (888) 286-8010, passcode: 30766987.

Giant Industries, Inc., headquartered in Scottsdale, Arizona, is a refiner and marketer of petroleum products. Giant owns and operates one Virginia and two New Mexico crude oil refineries, a crude oil gathering pipeline system based in Farmington, New Mexico, which services the New Mexico refineries, finished products distribution terminals in Albuquerque, New Mexico and Flagstaff, Arizona, a fleet of crude oil and finished product truck transports, and a chain of retail service station/convenience stores in New Mexico, Colorado, and Arizona. Giant is also the parent Company of Phoenix Fuel Co., Inc. and Dial Oil Co., both of which are wholesale petroleum products distributors.

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EX-99.2

Exhibit 99.2

For Immediate Release

WESTERN REFINING AND GIANT INDUSTRIES AMEND MERGER AGREEMENT

EL PASO, Texas and SCOTTSDALE, Arizona — November 13, 2006 — Western Refining, Inc. (NYSE: WNR) and Giant Industries, Inc. (NYSE: GI) today announced that the Boards of Directors of both companies have unanimously approved an amendment to their merger agreement. Under the amended agreement, Western will acquire all of the outstanding shares of Giant for $77.00 per share in cash.

Since the original agreement was announced on August 28, 2006, a number of unexpected events have occurred at Giant’s facilities, which have resulted in the amended agreement. Central to these events were a recent fire at Giant’s Yorktown refinery, which forced Giant’s ultra low sulfur diesel processing unit to be shut down, a separate fire at Giant’s Ciniza refinery, and the resulting increased costs and modified terms associated with Giant’s insurance coverage. Giant’s ultra low sulfur diesel processing unit at its Yorktown refinery is expected to be fully operational by mid-February 2007, and Giant’s Ciniza refinery is expected to be fully operational by mid-December 2006.

Western’s President and Chief Executive Officer, Paul Foster, said, “We remain excited about the merger and believe that our combination with Giant continues to provide a number of strategic and financial benefits. The revised terms announced today recognize the financial impact of these unexpected events. We look forward to closing the transaction and realizing the opportunities ahead.”

Western continues to expect the transaction with Giant to result in refinery efficiencies and cost savings of approximately $20 million annually starting in 2008. Western also continues to expect that the transaction will be immediately accretive to Western’s earnings per share, excluding one-time transaction costs.

Closing of the transaction is subject to approval by Giant shareholders and the satisfaction of other closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. As previously announced on October 10, 2006, Western and Giant have received a request for additional information from the Federal Trade Commission in connection with the transaction. Requests for additional information are not unusual in connection with refinery transactions. Western and Giant are working cooperatively with the FTC staff and expect to respond to the request in a timely manner. The transaction is currently expected to close in the first quarter of 2007 and is not subject to any financing conditions.

In connection with the transaction, Banc of America Securities LLC is acting as sole financial advisor to Western, and Andrews Kurth LLP is legal counsel. Deutsche Bank provided a fairness opinion to Giant in connection with the amended agreement and is acting as sole financial advisor, and Ballard Spahr Andrews & Ingersoll, LLP is legal counsel.

About Western Refining

Western Refining, Inc., headquartered in El Paso, Texas, is an independent crude oil refiner and marketer of refined products, operating primarily in the Southwest region of the United States, including Arizona, New Mexico and West Texas.

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About Giant Industries

Giant Industries Inc., headquartered in Scottsdale, Arizona, is a refiner and marketer of petroleum products. Giant owns and operates one Virginia and two New Mexico crude oil refineries, a crude oil gathering pipeline system based in Farmington, New Mexico, which services the New Mexico refineries, finished products distribution terminals in Albuquerque, New Mexico, and Flagstaff, Arizona, a fleet of crude oil and finished product truck transports, and a chain of retail service station/convenience stores in New Mexico, Colorado and Arizona. Giant is also the parent company of Phoenix Fuel Co. Inc. and Dial Oil Co., both of which are wholesale petroleum products distributors.

Cautionary Statement on Forward-Looking Statements

This press release contains forward-looking statements. The forward-looking statements contained herein include statements about the consummation of the proposed merger and the benefits of the proposed merger. These statements are subject to inherent risks regarding the satisfaction of the conditions to the closing of the merger and the timing of the closing if it occurs. Forward looking statements also include those by Western regarding upside potential of the merger, strategic and financial benefits of the merger, realization of future opportunities, future refinery efficiencies and cost savings, the timing of responding to the request for additional information of the FTC, the expected closing date of the merger, the timing of realizing the benefits of the merger and accretion and those by Giant regarding Giant’s ultra low sulfur diesel processing unit at its Yorktown refinery and its Ciniza refinery and the expected timeframes for these facilities to be fully operational. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. In addition, Western’s and Giant’s business and operations involve numerous risks and uncertainties, many of which are beyond Western’s or Giant’s control, which could result in Western’s or Giant’s expectations not being realized or otherwise materially affect Western’s or Giant’s financial condition, results of operations and cash flows. Additional information relating to the uncertainties affecting Western’s and Giant’s businesses is contained in their respective filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date made, and Western and Giant do not undertake any obligation to (and expressly disclaim any obligation to) update any forward looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events.

Additional Information About This Transaction

This press release may be deemed to be soliciting material relating to the proposed merger transaction between Western and Giant. In connection with the proposed merger, Giant has filed a preliminary proxy statement with the SEC. The final proxy statement will be mailed to stockholders of Giant. Investors and security holders may obtain a free copy of the final proxy statement when it becomes available, and other documents filed by Giant with the SEC, at the SEC’s website at http://www.sec.gov. Copies of the final proxy statement, when it becomes available, and Giant’s other filings with the SEC may also be obtained free of charge from Giant Industries, Inc., 23733 North Scottsdale Road, Scottsdale, Arizona 85255, Attention: Investor Relations. Investors and security holders of Giant are advised to read the final proxy statement and any other relevant documents filed with the SEC when they become available because those documents will contain important information about the proposed merger.

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Participants in the Solicitation

Western, Giant and their respective directors, executive officers and other members of their management and employees may be deemed to be soliciting proxies from Giant’s stockholders in favor of the proposed merger. Information regarding Western’s directors and executive officers is available in Western’s proxy statement for its 2006 annual meeting of stockholders, which was filed with the SEC on April 25, 2006. Information regarding Giant’s directors and executive officers is available in Giant’s proxy statement for its 2006 annual meeting of stockholders, which was filed with the SEC on March 1, 2006. Additional information regarding the interests of such potential participants will be included in the final proxy statement and the other relevant documents filed with the SEC when they become available.

Contacts:

Western Refining	Giant Industries
Scott Weaver	Mark B. Cox
915-775-3300	480-585-8888
OR
Barrett Golden / Jennifer Schaefer
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

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