S-4

As filed with the Securities and Exchange Commission on June 14, 2013

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WESTERN REFINING, INC.*

(Exact Name of Registrant as Specified in Its Charter)

Delaware	2911	20-3472415
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

123 West Mills Avenue, Suite 200

El Paso, Texas 79901

(915) 534-1400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Lowry Barfield

Senior Vice President - Legal, General Counsel and Secretary

123 West Mills Avenue, Suite 200

El Paso, Texas 79901

(915) 534-1400

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Maurice Blanco

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)   ¨

* Certain subsidiaries of Western Refining, Inc. are also registrants and are identified on the following page.

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount Of Registration Fee
6.25% Senior Notes due 2021	$350,000,000	100%	$350,000,000	$47,740
Guarantees of 6.25% Senior Notes due 2021	(2)	(2)	(2)	(2)

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933.

(2) No separate consideration will be received for the Guarantees of 6.25% Senior Notes due 2021 being registered hereby. In accordance with Rule 457(n) under the Securities Act, no registration fee is payable with respect to the guarantees.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Ascarate Group LLC	Delaware	6500	20-1669873
Ciniza Production Company	New Mexico	2911	74-2468207
Dial Oil Co.	New Mexico	5412	85-0248666
Empire Oil Co.	California	5412	95-3062263
Giant Four Corners, Inc.	Arizona	5412	86-0739055
Giant Industries, Inc.	Delaware	9995	86-0642718
Giant Stop-N-Go Of New Mexico, Inc.	New Mexico	5412	85-0389396
San Juan Refining Company	New Mexico	2911	74-2759385
Western Refining Company, L.P.	Delaware	2911	13-3720439
Western Refining GP, LLC	Delaware	2911	20-4050230
Western Refining LP, LLC	Delaware	9995	20-3882585
Western Refining Pipeline Company	New Mexico	4610	85-0467397
Western Refining Southwest, Inc.	Arizona	2911	1-86-0218157-2
Western Refining Terminals, Inc.	Arizona	5171	86-0784398
Western Refining Wholesale, Inc.	Arizona	5172	86-0109486
Western Refining Yorktown Holding Company	Delaware	6500	20-0805473
Western Refining Yorktown, Inc.	Delaware	9995	27-0003663
Western Refining TRS I, LLC	Texas	5412	61-1661831
Western Refining TRS II, LLC	Texas	5412	32-0355200
Western Refining Texas Retail Services, LLC	Texas	5412	32-045310573
York River Fuels, LLC	Delaware	5172	35-2413109

* The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is c/o Western Refining, Inc., 1250 Washington Street, Tempe, Arizona 85281, Attention: Investor Relations, Telephone (602) 286-1400.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (SUBJECT TO COMPLETION DATED JUNE 14, 2013)

Western Refining, Inc.

Offer to Exchange

6.25% Senior Notes due 2021

for

New 6.25% Senior Notes due 2021

Guaranteed by certain of its subsidiaries

Guarantees of the New 6.25% Senior Notes due 2021

We are offering to exchange up to $350,000,000 of our new 6.25% Senior Notes due 2021 (the “new Notes”) for up to $350,000,000 of our existing 6.25% Senior Notes due 2021 (the “old Notes,” and together with the new Notes, the “Notes”). The terms of the new Notes are identical in all material respects to the terms of the old Notes, except that the new Notes have been registered under the Securities Act, and the transfer restrictions and registration rights relating to the old Notes do not apply to the new Notes. The notes are guaranteed by certain subsidiaries of Western Refining, Inc.

To exchange your old Notes for new Notes:

• you are required to make the representations described on page 70 to us

• you must complete and send the letter of transmittal that accompanies this prospectus to the exchange agent, U.S. Bank National Association, by 5:00 p.m., New York City time, on             , 2013

• you should read the section called “The Exchange Offer” for further information on how to exchange your old Notes for new Notes

See “Risk Factors” beginning on page 7 for a discussion of risk factors that should be considered by you prior to tendering your old Notes in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

, 2013

TABLE OF CONTENTS

	PAGE
About This Prospectus		i
Incorporation by Reference		ii
Summary		1
Risk Factors		7
Special Note Regarding Forward-Looking Statements		12
Use of Proceeds		14
Ratio of Earnings to Fixed Charges		15
Capitalization		16
Selected Financial and other Data		17
Description of Notes		20
The Exchange Offer		64
U.S. Federal Income Tax Consequences of the Exchange Offer		71
Plan of Distribution		71
Validity of Securities		72
Experts		72
Where You Can Find More Information		72

ABOUT THIS PROSPECTUS

In this prospectus, “Western Refining,” “the Company,” the “Issuer,” “Western,” “we,” “us” and “our” refer to Western Refining, Inc., a Delaware corporation, or WNR. The “guarantors” refers to all of our 100% owned domestic restricted subsidiaries that guarantee the Notes as of the date of this prospectus and, as the context may require, any future guarantors that may guarantee the Notes pursuant to the terms of the indenture governing the Notes.

We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Issuer is offering the Notes for exchange only in jurisdictions where such offers are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any exchange of the Notes.

i

INCORPORATION BY REFERENCE

We are “incorporating by reference” information filed with the SEC into this prospectus, which means that we are disclosing important business and financial and other information to you by referring you to those documents. Information that is incorporated by reference is an important part of this prospectus. We incorporate by reference into this prospectus the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the termination of this offering, and such documents form an integral part of this prospectus:

• our annual report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on March 1, 2013 (including the information specifically incorporated by reference therein from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 22, 2013); and

• our quarterly report on Form 10-Q for the fiscal quarter ended March 1, 2013, filed with the SEC on May 6, 2013; and

• our current reports on Form 8-K filed with the SEC on March 5, March 11, March 12, March 25, April 9, April 15 and June 10, 2013.

Unless specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any current report on Form 8-K that we may from time to time furnish to the SEC or any other document or information deemed to have been furnished and not filed with the SEC will be incorporated by reference into, or otherwise included in, this prospectus.

Any statement contained in this prospectus or in a document (or part thereof) incorporated or considered to be incorporated by reference in this prospectus shall be considered to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document (or part thereof) that is or is considered to be incorporated by reference in this prospectus modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. Any statement so modified or superseded shall not be considered, except as so modified or superseded, to constitute any part of this prospectus.

Our internet address is www.wnr.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a), 13(c), 14 or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. The information on our website and any other website that is referred to in this prospectus is not part of and is not incorporated by reference in this prospectus.

You may obtain at no cost copies of each of our documents incorporated by reference into this prospectus (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) by writing or telephoning at the following address: Western Refining, Inc., 1250 Washington Street, Tempe, Arizona 85281, Attention: Investor Relations, Telephone (602) 286-1400. In order to receive timely delivery of these materials, you must make your requests no later than five business days before you make your investment decision.

ii

SUMMARY

This summary highlights the more detailed information in this prospectus or incorporated herein by reference and you should read the entire prospectus carefully.

Our Company

We are an independent crude oil refiner and marketer of refined products incorporated in September 2005 under Delaware law with principal offices located in El Paso, Texas. Our stock trades on the New York Stock Exchange (“NYSE”) under the symbol “WNR.” We own and operate two refineries with a total crude oil throughput capacity of 153,000 barrels per day (“bpd”) including our 128,000 bpd refinery in El Paso, Texas, and our 25,000 bpd refinery near Gallup, New Mexico. Our primary operating areas encompass West Texas, Arizona, New Mexico, Utah, Colorado, and the Mid-Atlantic region. In addition to the refineries, we also own and operate stand-alone refined product distribution terminals in Albuquerque and Bloomfield, New Mexico; as well as asphalt terminals in Phoenix and Tucson, Arizona; Albuquerque; and El Paso. As of March 31, 2013, we operated 222 retail stores in Arizona, Colorado, New Mexico, and Texas; a fleet of crude oil and refined product truck transports; and a wholesale petroleum products distributor that operates in Arizona, California, Colorado, Nevada, New Mexico, Texas, Maryland, and Virginia. In September 2010, we temporarily suspended refining operations of a 70,000 bpd refinery near Yorktown, Virginia and on December 29, 2011, we completed the sale of the Yorktown refining and terminal assets. We continue to market refined products in the Mid-Atlantic region through our wholesale segment.

We report our operating results in three business segments: the refining group, the wholesale group, and the retail group. Our refining group operates the two refineries and related refined product distribution terminals and asphalt terminals. At the refineries, we refine crude oil and other feedstocks into refined products such as gasoline, diesel fuel, jet fuel, and asphalt. We market refined products to a diverse customer base including wholesale distributors and retail chains. Our wholesale group distributes gasoline, diesel fuel, and lubricant products. Our retail group operates retail stores that sell gasoline, diesel fuel, and convenience store merchandise. See Note 3, Segment Information in the Notes to Consolidated Financial Statements included in our annual and quarterly financial statements included in our annual report on Form 10-K and our quarterly report on Form 10-Q that are incorporated herein by reference for detailed information on our operating results by business segment.

Demand for gasoline is generally higher during the summer months than during the winter months. As a result, our operating results for the first and fourth calendar quarters are generally lower than those for the second and third calendar quarters of each year. The effects of seasonal demand for gasoline are partially offset by increased demand during the winter months for diesel fuel in the Southwest. Refining margins remain volatile and our results of operations may not reflect these historical seasonal trends.

Risks Affecting Us

Investing in our Notes involves risk, and our business is subject to numerous risks and uncertainties. Investors should carefully consider the information set forth in this prospectus or incorporated herein by reference, including the information under the heading “Risk Factors” herein.

1

THE EXCHANGE OFFER

Securities Offered	Western Refining, Inc. (the “Issuer”) is offering up to $350,000,000 aggregate principal amount of its new 6.25% Senior Notes due 2021 (the “Notes”), which have been registered under the Securities Act.
The Exchange Offer	The Issuer is offering to issue the new Notes in exchange for a like principal amount of your old Notes. The Issuer is offering to issue the new Notes to satisfy our obligations contained in the registration rights agreement entered into when the old Notes were sold in transactions permitted by Rule 144A and Regulation S under the Securities Act and therefore not registered with the SEC. For procedures for tendering, see “The Exchange Offer.”
Tenders, Expiration Date, Withdrawal	The exchange offer will expire at 5:00 p.m. New York City time on             , 2013 unless it is extended. If you decide to exchange your old Notes for new Notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the new Notes. If you decide to tender your old Notes in the exchange offer, you may withdraw them at any time prior to             , 2013. If the Issuer decides for any reason not to accept any old Notes for exchange, your old Notes will be returned to you without expense to you promptly after the exchange offer expires.
U.S. Federal Income Tax Consequences	Your exchange of old Notes for new Notes in the exchange offer will not result in any income, gain or loss to you for federal income tax purposes. See “U.S. Federal Income Tax Consequences of the Exchange Offer.”
Use of Proceeds	We will not receive any proceeds from the issuance of the new Notes in the exchange offer.
Exchange Agent	U.S. Bank National Association is the exchange agent for the exchange offer.
Failure to Tender Your Old Notes	If you fail to tender your old Notes in the exchange offer, you will not have any further rights under the registration rights agreement, including any right to require us to register your old Notes or to pay you additional interest.

2

You will be able to resell the new Notes without registering them with the SEC if you meet the requirements described below.

Based on interpretations by the SEC’s staff in no-action letters issued to third parties, we believe that new Notes issued in exchange for old Notes in the exchange offer may be offered for resale, resold or otherwise transferred by you without registering the new Notes under the Securities Act or delivering a prospectus, unless you are a broker-dealer receiving securities for your own account, so long as:

• you are not one of our “affiliates,” which is defined in Rule 405 of the Securities Act;

• you acquire the new Notes in the ordinary course of your business;

• you do not have any arrangement or understanding with any person to participate in the distribution of the new Notes; and

• you are not engaged in, and do not intend to engage in, a distribution of the new Notes.

If you are an affiliate of the Issuer or any guarantor, or you are engaged in, intend to engage in or have any arrangement or understanding with respect to, the distribution of new Notes acquired in the exchange offer, you (1) should not rely on our interpretations of the position of the SEC’s staff and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

If you are a broker-dealer and receive new Notes for your own account in the exchange offer:

• you must represent that you do not have any arrangement with us or any of our affiliates to distribute the new Notes;

• you must acknowledge that you will deliver a prospectus in connection with any resale of the new Notes you receive from us in the exchange offer; the letter of transmittal for the Notes states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act; and

• you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of new Notes received in exchange for old Notes acquired by you as a result of market-making or other trading activities.

For a period of 90 days after the expiration of the exchange offer, we will make this prospectus available to any participating broker-dealer for use in connection with any resale described above.

3

SUMMARY DESCRIPTION OF THE NOTES

The terms of the new Notes and the old Notes are identical in all material respects, except that the new Notes have been registered under the Securities Act, and the transfer restrictions and registration rights relating to the old Notes do not apply to the new Notes.

Issuer	Western Refining, Inc.
Securities Offered	$350.0 million aggregate principal amount of new Notes.
Maturity Date	April 1, 2021.
Interest Rate	Interest on the Notes will accrue from the date of their issuance at a rate of 6.25% per annum.
Interest Payment Dates	Interest on the Notes will be payable on April 1 and October 1 of each year beginning on October 1, 2013.
Ranking	The Notes will be our senior obligations and will: •       rank senior in right of payment to any future subordinated indebtedness; •      rank equally in right of payment with all of our existing and future senior indebtedness; •      be effectively subordinated in right of payment to all secured indebtedness (including indebtedness under the Second Amended and Restated Revolving Credit Agreement (the “Amended Revolving Credit Agreement”)) to the extent of the value of the collateral securing such indebtedness; and •      be effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of any non-guarantor subsidiaries (other than indebtedness and liabilities owed to us or one of our guarantor subsidiaries). As of March 31, 2013, the Notes and related guarantees were: •      equal in right of payment to $215.5 million (in stated principal amount) of 5.75% Convertible Senior Notes due 2014 and to a $519,000 5.50% promissory note due 2015; and •      equal in right of payment to amounts borrowed under the $900 million of committed indebtedness under the Amended Revolving Credit Agreement but effectively junior in right of payment to the extent of the value of the collateral securing any such borrowed indebtedness.

4

Guarantees	The Notes will be guaranteed on a senior unsecured basis by each of our 100% owned domestic restricted subsidiaries that guarantee any of our indebtedness under (a) our Amended Revolving Credit Agreement, or (b) any other Credit Facilities (as defined under “Description of Notes—Certain Definitions”), or any capital markets debt, in the case of clause (b), in a principal amount of at least $150.0 million. Each subsidiary guarantee: •   ranks senior in right of payment to any future subordinated indebtedness of the guarantor subsidiary; •   ranks equally in right of payment with all existing and future senior indebtedness of the guarantor subsidiary; •   is effectively subordinated in right of payment to the guarantees of our Amended Revolving Credit Agreement or any future credit facilities that are similarly guaranteed to the extent of the value of the guarantor subsidiary’s collateral securing such indebtedness; and •   is effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of any subsidiary of a guarantor that is not also a guarantor of the Notes.
Optional Redemption	We may redeem up to 35% of the Notes at any time prior to April 1, 2016 with the net cash proceeds from certain equity offerings at a price of 106.250% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption. At any time prior to April 1, 2017 we may redeem the Notes, in whole or in part, at a price equal to 100% of their outstanding principal amount plus an applicable premium plus accrued and unpaid interest, if any, to the date of redemption. On or after April 1, 2017, the Notes will be redeemable, in whole or in part, at the redemption prices specified under “Description of Notes—Optional Redemption.”
Change of Control Offer	Upon the occurrence of a change of control, you will have the right, as holders of the Notes, to require us to repurchase some or all of your Notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date. See “Description of Notes—Repurchase at the Option of Holders—Change of Control.”

5

	We may not be able to pay you the required price for the Notes you present to us at the time of a change in control, because: •      we may not have enough funds at that time; or •      the terms of our indebtedness under our Amended Revolving Credit Agreement and any other similar existing or future agreement may prevent us from making such payment.
Certain Covenants	The indenture governing the Notes contains covenants limiting our ability and the ability of our restricted subsidiaries to: •       pay certain dividends or make certain other distributions in respect of our capital stock or make other restricted payments; •      make certain investments; •      sell certain assets; •      incur additional debt or issue certain preferred shares; •      create liens on certain assets to secure debt; •      consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; •      restrict dividends or other payments from restricted subsidiaries; and •      enter into certain transactions with our affiliates. These covenants are subject to a number of important limitations and exceptions. Certain covenants will cease to apply to the Notes for so long as the Notes have investment grade ratings. See “Description of Notes.”
Use of Proceeds	We will not receive any proceeds from the exchange of new Notes for old Notes.
Risk Factors	See “Risk Factors” and the other information in (or incorporated by reference in) this prospectus for a discussion of the factors you should carefully consider before deciding to tender your old Notes in the exchange offer.

6

RISK FACTORS

You should carefully consider the risks described below in addition to the other information contained in this prospectus or incorporated herein by reference. Realization of these risks could have a material adverse effect on our business, financial condition, cash flows and results of operations. The risks and uncertainties described in this prospectus and the documents incorporated herein by reference are not the only ones facing us. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may also adversely affect our business, financial condition, results of operations and prospects.

Risks Related to the Notes

Our indebtedness may limit our ability to obtain additional financing and we also may face difficulties complying with the terms of our indebtedness agreements.

As of March 31, 2013, the Company and the Initial Guarantors (as defined in “Description of Notes”) had $547.1 million of unsubordinated Indebtedness (including $350.0 million of the Notes offered for exchange hereby) outstanding, none of which was secured Indebtedness. Our level of debt may have important consequences to you. Among other things, it may:

• limit our ability to use our cash flows, or obtain additional financing, for future working capital, capital expenditures, acquisitions or other general corporate purposes;

• restrict our ability to pay dividends;

• require a substantial portion of our cash flows from operations to make debt service payments;

• limit our flexibility to plan for, or react to, changes in our business and industry conditions;

• place us at a competitive disadvantage compared to our less leveraged competitors; and

• increase our vulnerability to the impact of adverse economic and industry conditions.

We cannot assure you that we will continue to generate sufficient cash flows or that we will be able to borrow funds under our Amended Revolving Credit Agreement in amounts sufficient to enable us to service our debt or meet our working capital and capital expenditure requirements. Our ability to generate sufficient cash flows from our operating activities will continue to be primarily dependent on producing or purchasing, and selling, sufficient quantities of refined products at margins sufficient to cover fixed and variable expenses. If our margins were to deteriorate significantly, or if our earnings and cash flows were to suffer for any other reason, we may be unable to comply with the financial covenants set forth in our credit facilities. If we fail to satisfy these covenants, we could be prohibited from borrowing for our working capital needs and issuing letters of credit, which would hinder our ability to purchase sufficient quantities of crude oil to operate our refineries at planned rates. To the extent that we are unable to generate sufficient cash flows from operations, or if we are unable to borrow or issue letters of credit under the Amended Revolving Credit Agreement, we may be required to sell assets, reduce capital expenditures, refinance all or a portion of our existing debt, or obtain additional financing through equity or debt financings. We cannot assure you that we would be able to refinance our debt, sell assets, or obtain additional financing on terms acceptable to us, if at all. In addition, our ability to incur additional debt will be restricted under the covenants contained in the Amended Revolving Credit Agreement and the Notes. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Working Capital” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness” in our annual report on Form 10-K and our quarterly report on Form 10-Q that are incorporated herein by reference.

We may be able to incur more indebtedness, which could further exacerbate the risks associated with our leverage.

Subject to specified limitations, the Amended Revolving Credit Agreement, the indenture governing the Notes as well as the indenture governing our Convertible Senior Notes permit us to incur additional indebtedness. In addition, any future credit facility or other agreement governing our indebtedness may allow us to incur additional indebtedness. If new indebtedness is added to our current indebtedness levels, the risks described above could intensify.

7

Covenants and events of default in our debt instruments could limit our ability to undertake certain types of transactions and adversely affect our liquidity.

Our Amended Revolving Credit Agreement and the indenture governing the Notes contain covenants and events of default that may limit our financial flexibility and ability to undertake certain types of transactions. For instance, we are subject to covenants that restrict our activities, including restrictions on:

• creating liens;

• engaging in mergers, consolidations and sales of assets;

• incurring additional indebtedness;

• providing guarantees;

• engaging in different businesses;

• making investments;

• making certain dividend, debt and other restricted payments;

• engaging in certain transactions with affiliates; and

• entering into certain contractual obligations.

We are also subject to a financial covenant that requires us to maintain, in the case of the Amended Revolving Credit Agreement, a fixed charge coverage ratio (as defined therein), contingent on the level of availability under the Amended Revolving Credit Agreement. Our ability to comply with this covenant will depend on factors outside our control, including refined product margins. We cannot assure you that we will satisfy this covenant. If we fail to satisfy this covenant or other covenants set forth in the Amended Revolving Credit Agreement or under the Notes, or an event of default occurs under the Amended Revolving Credit Agreement, or the Notes, the maturity of the loans, the Notes or our Convertible Senior Notes, could be accelerated or we could be prohibited from borrowing for our working capital needs and issuing letters of credit. If the loans, the Notes, or the Convertible Senior Notes are accelerated and we do not have sufficient cash on hand to pay all amounts due, we could be required to sell assets, to refinance all or a portion of our indebtedness, or to obtain additional financing through equity or debt financings. Refinancing may not be possible and additional financing may not be available on commercially acceptable terms, or at all. If we cannot borrow or issue letters of credit under the Amended Revolving Credit Agreement, we would need to seek additional financing, if available, or curtail our operations.

The secured indebtedness under our Amended Revolving Credit Agreement will be effectively senior to the Notes to the extent of the value of the collateral securing such facility.

Our Amended Revolving Credit Agreement is secured by the revolver collateral. The indenture governing the Notes permits us to incur additional secured indebtedness in the future. Holders of the indebtedness under our Amended Revolving Credit Agreement and any other future secured indebtedness will be entitled to receive proceeds from the realization of value of such collateral to repay such indebtedness in full before the holders of the Notes will be entitled to any recovery from such collateral. As a result, holders of the Notes will only be entitled to receive proceeds from the realization of value of assets securing our Amended Revolving Credit Agreement after all indebtedness and other obligations under our Amended Revolving Credit Agreement and any other secured obligations on such assets are repaid in full. The Notes will be effectively junior in right of payment to indebtedness under our Amended Revolving Credit Agreement and any other secured indebtedness to the extent of the realizable value of such collateral.

8

The Notes are structurally subordinated to all liabilities of our non-guarantor subsidiaries, including any unrestricted subsidiaries.

The Notes are structurally subordinated to the indebtedness and other liabilities of our current and future subsidiaries that do not guarantee the Notes, including any unrestricted subsidiaries. These subsidiaries are separate and distinct legal entities, and in the case of any unrestricted subsidiary are not subject to the covenants under the indenture governing the Notes. These subsidiaries have no obligation, contingent or otherwise, to pay any amounts due pursuant to the Notes, or to make any funds available therefor, whether by dividends, loans, distributions or other payments. Under the indenture governing the Notes, we have the ability to transfer a significant amount of our assets to such subsidiaries, including to an MLP subsidiary (which is expected to be an unrestricted subsidiary and not subject to the restrictive covenants in the indenture). Any right that we or the subsidiary guarantors have to receive any assets of these non-guarantor or unrestricted subsidiaries and any future non-guarantor or unrestricted subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of Notes to realize proceeds from the sale of any of those subsidiaries’ assets, are structurally subordinated to the claims of those subsidiaries’ creditors, including trade creditors and holders of preferred equity interests of those subsidiaries. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any non-guarantor or unrestricted subsidiary and any future non-guarantor or unrestricted subsidiary, such subsidiaries will pay the holders of their debts, holders of preferred equity interests and their trade creditors before they will be able to distribute any of their assets to us.

Fraudulent transfer statutes may limit your rights as a holder of the Notes.

Federal and state fraudulent transfer laws as previously interpreted by various courts permit a court, if it makes certain findings, to:

• avoid all or a portion of our obligations to holders of the Notes;

• subordinate our obligations to holders of the Notes to our other existing and future creditors, entitling such creditors to be paid in full before any payment is made on the Notes; and

• take other action detrimental to holders of the Notes, including invalidating the Notes.

In that event, we cannot assure you that you would ever be repaid. There is also no assurance that amounts previously paid to you pursuant to the Notes or guarantees would not be subject to return.

Under federal and state fraudulent transfer laws, in order to take any of those actions, courts will typically need to find that, we or the guarantors received less than fair consideration or reasonably equivalent value for incurring the indebtedness represented by the Notes, and at the time the notes were issued:

• were insolvent or were rendered insolvent by reason of the issuance of the Notes;

• were engaged, or were about to engage, in a business or transaction for which our capital was unreasonably small;

• intended to incur, or believed or should have believed we would incur, indebtedness beyond our ability to pay as such indebtedness matures; or

• were a defendant in an action for money damages, or had a judgment for money damages docketed against us or such guarantor if, in either case, after final judgment, the judgment was unsatisfied.

A court may also void an issuance of notes or a guarantee, without regard to the above factors, if the court found that we issued the notes or the guarantors entered into their respective guaranty agreements with actual intent to hinder, delay or defraud current or future creditors.

Many of the foregoing terms are defined in or interpreted under those fraudulent transfer statutes and as judicially interpreted. A court could find that we did not receive fair consideration or reasonably equivalent value for the incurrence of the indebtedness represented by the notes.

9

The measure of insolvency for purposes of the foregoing considerations will vary depending on the law of the jurisdiction that is being applied in any such proceeding. Generally, a company would be considered insolvent if, at the time it incurred the indebtedness:

• the sum of its indebtedness (including contingent liabilities) is greater than its assets, at fair valuation;

• the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing indebtedness and liabilities (including contingent liabilities) as they become absolute and matured; or

• it could not pay its debts as they became due.

We cannot assure you what standard a court would apply in determining our solvency and whether it would conclude that we were solvent when we incurred our obligations under the notes.

In addition, the guarantees of the notes may also be subject to review under various laws for the protection of creditors. A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or the guarantees, respectively, if we or a guarantor did not substantially benefit directly or indirectly from the issuance of the notes. If a court were to void an issuance of the notes or the guarantees, you would no longer have a claim against us or the guarantors. Sufficient funds to repay the notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from us or the guarantors or, with respect to the notes or any guarantee. In addition, any payment by us pursuant to the notes made at a time we were found to be insolvent could be voided and required to be returned to us or to a fund for the benefit of our creditors if such payment is made to an insider within a one- year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give the creditors more than such creditors would have received in a distribution under the bankruptcy code.

We may not be able to make the change of control offer required by the indenture.

Upon a change of control, subject to certain conditions, we are required to offer to repurchase all outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase. The source of funds for that purchase of notes will be our available cash or cash generated from our subsidiaries’ operations or other potential sources, including borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any change of control to make required repurchases of notes tendered. In addition, our existing or future indebtedness agreements may limit our ability to repurchase your notes and/or provide that certain change of control events will constitute an event of default thereunder. If the holders of the Notes exercise their right to require us to repurchase all of the notes upon a change of control, the financial effect of this repurchase could cause a default under our other indebtedness, even if the change of control itself would not cause a default. Accordingly, it is possible that we will not have sufficient funds at the time of any such change of control to make the required repurchase of our other indebtedness and the notes or that restrictions in the indenture will not allow such repurchases. In addition, certain corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture. See “Description of Notes—Repurchase at the Option of Holders—Change of Control” for additional information.

If a bankruptcy case is commenced by or against us, holders of Notes may receive a lesser amount for their claim than they would have been entitled to receive under the indenture governing the Notes.

If a bankruptcy case is commenced by or against us under the United States Bankruptcy code after the issuance of the notes, the claim of a holder of any of the notes with respect to the principal amount thereof may be limited to an amount equal to the sum of:

• The initial offering price allocable to the notes; and

• That portion of the original issue discount which is not deemed to constitute “unmatured interest” for purposes of the Bankruptcy Code.

Any original issue discount that was not amortized as of any such bankruptcy filing would constitute “unmatured interest.” Accordingly, holders of the Notes under these circumstances may receive a lesser amount than they would be entitled to receive under the terms of the indenture governing the Notes, even if sufficient funds are available.

10

Our controlling stockholders may have interests that differ from your interests as a debtholder.

Mr. Paul Foster, our Executive Chairman, and Messrs. Jeff Stevens (our President and Chief Executive Officer and a current director), Scott Weaver (our Vice President, Assistant Treasurer and Assistant Secretary and a current director) and Ralph Schmidt (our former Chief Operating Officer and a current director) beneficially own approximately 33.2% of our common stock as of March 31, 2013. As a result, Mr. Foster and the other members of this group will be able to strongly influence or effectively control the election of our directors and determine our corporate and management policies. So long as this group continues to own a significant amount of the outstanding shares of our common stock, they will continue to be able to strongly influence or effectively control our decisions, including whether to pursue or consummate potential mergers or acquisitions, asset sales, and other significant corporate transactions.

The interests of Mr. Foster and the other members of this group may not coincide with yours as a holder of notes. For example, Mr. Foster and the other members of this group may have an interest in pursuing acquisitions, divestitures, financings and other transactions that, in their judgment, could enhance their equity investments, even though those transactions might involve risks to you as a holder of the Notes.

Risks Related to the Exchange Offer

If you choose not to exchange your old Notes in the exchange offer, the transfer restrictions currently applicable to your old Notes will remain in force and the market price of your old Notes could decline.

If you do not exchange your old Notes for new Notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the old Notes as set forth in the offering memorandum distributed in connection with the private offering of the old Notes. In general, the old Notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement entered into in connection with the private offering of the old Notes, we do not intend to register resales of the old Notes under the Securities Act. The tender of old Notes under the exchange offer will reduce the principal amount of the old Notes outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the old Notes due to reduction in liquidity.

You must follow the exchange offer procedures carefully in order to receive the new Notes.

If you do not follow the procedures described in this prospectus, you will not receive any new Notes. If you want to tender your old Notes in exchange for new Notes, you should allow sufficient time to ensure timely delivery. No one is under any obligation to give you notification of defects or irregularities with respect to tenders of old Notes for exchange. For additional information, see the section captioned “The Exchange Offer” in this prospectus.

There are state securities law restrictions on the resale of the new Notes.

In order to comply with the securities laws of certain jurisdictions, the new Notes may not be offered or resold by any holder, unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and the requirements of such exemption have been satisfied. We currently do not intend to register or qualify the resale of the new Notes in any such jurisdictions. However, generally an exemption is available for sales to registered broker-dealers and certain institutional buyers. Other exemptions under applicable state securities laws also may be available.

11

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

As provided by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, certain statements included throughout this prospectus relating to matters that are not historical fact are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. These forward-looking statements relate to matters such as our industry, business strategy, future operations, our plan to explore the formation and initial public offering of a master limited partnership for our midstream and logistics assets, our expectations for margins and crack spreads, the discount between West Texas Intermediate (“WTI”) crude oil and Dated Brent crude oil as well as the discount between WTI Cushing and WTI Midland crude oils, additions to pipeline capacity in the Permian Basin and at Cushing, Oklahoma, crude oil production in the Permian Basin as well as a project to gather and store crude oil in the Permian Basin, a crude unit expansion project in El Paso, volatility in pricing of Renewal Identification Numbers (“RINs”), taxes, capital expenditures, liquidity and capital resources, our evaluation of the bank and capital markets for opportunities to deliver additional value to our shareholders, our working capital requirements, our planned share repurchases, and other financial and operating information. Forward-looking statements also include those regarding the timing of completion of certain operational improvements we are making at our refineries, future operational and refinery efficiencies and cost savings, timing of future maintenance turnarounds, the amount or sufficiency of future cash flows and earnings growth, future expenditures, future contributions related to pension and postretirement obligations, our ability to manage our inventory price exposure through commodity hedging instruments, the impact on our business of existing and future state and federal regulatory requirements, environmental loss contingency accruals, projected remediation costs or requirements, and the expected outcomes of legal proceedings in which we are involved. We have used the words “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “will,” “future,” and similar terms and phrases to identify forward-looking statements in this prospectus.

Forward-looking statements reflect our current expectations regarding future events, results, or outcomes. 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, our business and operations involve numerous risks and uncertainties, many of which are beyond our control that could result in our expectations not being realized or otherwise materially affect our financial condition, results of operations, and cash flows.

Actual events, results, and outcomes may differ materially from our expectations due to a variety of factors. Although it is not possible to identify all of these factors, they include, among others, the following:

• changes in the underlying demand for our refined products;

• changes in crack spreads;

• changes in the spread between WTI crude oil and West Texas Sour crude oil also known as the sweet/sour spread;

• changes in the spread between WTI crude oil and Dated Brent crude oil and between WTI Cushing crude oil and WTI Midland crude oil;

• effects of, and exposure to risks related to, our commodity hedging strategies and transactions;

• availability, costs, and price volatility of crude oil, other refinery feedstocks, and refined products;

• availability and costs of renewable fuels for blending and RINs to meet Renewable Fuel Standards ("RFS") obligations;

• construction of new, or expansion of existing product or crude pipelines, including in the Permian Basin and at Cushing, Oklahoma;

• instability and volatility in the financial markets, including as a result of potential disruptions caused by economic uncertainties in Europe;

• a potential economic recession in the United States and/or abroad;

12

• adverse changes in the credit ratings assigned to our debt instruments;

• actions of customers and competitors;

• changes in fuel and utility costs incurred by our refineries;

• the effect of weather-related problems on our operations;

• disruptions due to equipment interruption, pipeline disruptions, or failure at our or third-party facilities;

• execution of planned capital projects, cost overruns relating to those projects, and failure to realize the expected benefits from those projects;

• effects of, and costs relating to, compliance with current and future local, state, and federal environmental, economic, climate change, safety, tax, and other laws, policies and regulations, and enforcement initiatives;

• rulings, judgments, or settlements in litigation, tax, or other legal or regulatory matters, including unexpected environmental remediation costs in excess of any reserves accrued or insurance coverage;

• the price, availability, and acceptance of alternative fuels and alternative fuel vehicles;

• operating hazards, natural disasters, casualty losses, acts of terrorism including cyber-attacks, and other matters beyond our control; and

• other factors discussed in more detail under Part I — Item 1A. Risk Factors in our annual report on Form 10-K that are incorporated herein by reference.

Any one of these factors or a combination of these factors could materially affect our financial condition, results of operations, or cash flows and could influence whether any forward-looking statements ultimately prove to be accurate. You are urged to consider these factors carefully in evaluating any forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements.

Although we believe the forward-looking statements we make (or incorporated by reference) in this prospectus related to our plans, intentions, and expectations are reasonable, we can provide no assurance that such plans, intentions, or expectations will be achieved. These statements are based on assumptions made by us based on our experience and perception of historical trends, current conditions, expected future developments, and other factors that we believe are appropriate in the circumstances. Such statements are subject to a number of risks and uncertainties, many of which are beyond our control. The forward-looking statements included or incorporated herein by reference are made only as of the date of this prospectus, and we are not required to update any information to reflect events or circumstances that may occur after the date of this prospectus, except as required by applicable law.

13

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the new Notes. The new Notes will be exchanged for old Notes as described in this prospectus upon our receipt of old Notes. We will cancel all of the old Notes surrendered in exchange for the new Notes.

Our net proceeds from the sale of the old Notes were approximately $343.4 million, after deduction of the initial purchasers’ discounts and commissions and other expenses of the offering. We used those net proceeds and cash on hand, to (i) repurchase the outstanding 11.25% Senior Secured Notes due 2017, or the 2017 Notes, validly tendered in a tender offer and consent solicitation for any and all of the 2017 Notes, (ii) pay the related fees and expenses, including applicable consent solicitation fees, tender premiums and accrued interest on the 2017 Notes, and (iii) redeem and discharge the outstanding 2017 Notes that remained outstanding after the completion of the tender offer.

14

RATIO OF EARNINGS TO FIXED CHARGES

The following table presents our ratio of earnings to fixed charges for the periods indicated:

	Three Months Ended March 31,		Year Ended December 31,
	2013		2012		2011		2010			2009			2008
	(In thousands)
Income (loss) before income taxes	$	131,830	$	617,087	$	202,528	$	(43,126	)	$	(391,204	)	$	84,421
Add:
Interest expense and other financing costs		17,988		81,349		134,601		146,549			121,321			102,202
Amortization of loan fees		1,604		6,860		8,926		9,739			6,870			4,789
Amortization of capitalized interest		326		1,479		1,231		1,140			1,326			364
Interest component of rental expense		1,736		7,857		5,873		5,779			6,130			6,084
Earnings (loss) as adjusted	$	153,484	$	714,632	$	353,159	$	120,081		$	(255,557	)	$	197,860
Fixed charges:
Interest expense and other financing costs	$	17,988	$	81,349	$	134,601	$	146,549		$	121,321		$	102,202
Amortization of loan fees		1,604		6,860		8,926		9,739			6,870			4,789
Capitalized interest		—		2,359		1,958		4,248			6,416			9,935
Interest component of rental expense		1,736		7,857		5,873		5,779			6,130			6,084
Fixed charges	$	21,328	$	98,425	$	151,358	$	166,315		$	140,737		$	123,010
Ratio of earnings to fixed charges		7.20		7.26		2.33		—			—			1.61
Coverage deficiency (1)	$	—	$	—	$	—	$	46,234		$	396,294		$	—

(1) Absent non-cash charges for asset impairments of $352,340 that occurred during the year ended December 31, 2009, the coverage deficiency would have been $43,954.

15

CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and our consolidated capitalization as of March 31, 2013. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the accompanying notes thereto, appearing elsewhere in our annual report on Form 10-K incorporated by reference in this prospectus, and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and unaudited consolidated financial statements and the notes thereto contained in our quarterly report on Form 10-Q for the three months ended March 31, 2013.

	March 31, 2013
	(in thousands)
Cash and Cash Equivalents	$	248,365
Total Debt:
Amended Revolving Credit Agreement (1)	$	—
11.25% Senior Secured Notes due 2017 (2)		166,285
6.25% Senior Unsecured Notes due 2021		350,000
5.50% promissory note due 2015		469
5.75% Convertible Senior Notes due 2014 (3)		196,885
Total Debt		713,639
Total Shareholders’ Equity		918,539
Total Capitalization	$	1,632,178

(1) At March 31, 2013, we had $273.2 million of irrevocable letters of credit outstanding that were issued under our Existing Revolving Credit Agreement.

(2) The 11.25% Senior Secured Notes due 2017 were recorded net of their unamortized discount that amounted to $9.9 million. On April 24, 2013, the 11.25% Senior Secured Notes due 2017 were fully redeemed and are no longer outstanding.

(3) The 5.75% Convertible Senior Notes due 2014 were recorded net of their conversion feature that amounted to $18.6 million.

16

SELECTED FINANCIAL AND OTHER DATA

The following table sets forth our selected financial data as of the dates and for the periods indicated. The selected financial data for each of the years in the three year period ended December 31, 2012 and as of December 31, 2012 and 2011 have been derived from our audited consolidated financial statements incorporated herein by reference. The selected financial data for each of the years in the two year period ended December 31, 2009 and as of December 31, 2009 and 2008 have been derived from our audited consolidated financial statements not incorporated herein by reference. The selected financial data for the three months ended March 31, 2013 and 2012 and as of March 31, 2013 and 2012 have been derived from our unaudited consolidated financial statements incorporated herein by reference. Our historical results are not necessarily indicative of our future results and historical results for any interim period are not necessarily indicative of our results for the entire year.

The selected consolidated financial information presented below should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Item 8. Financial Statements and Supplementary Data” and the consolidated financial statements and the notes thereto contained in our annual report on Form 10-K, and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and unaudited consolidated financial statements and the notes thereto contained in our quarterly report on Form 10-Q for the three months ended March 31, 2013.

	Three Months Ended March 31,						Year Ended December 31,
	2013			2012			2012			2011			2010			2009			2008
	(In thousands, except per share data)
Statement of Operations Data
Net sales	$	2,186,217		$	2,339,212		$	9,503,134		$	9,071,037		$	7,965,053		$	6,807,368		$	10,725,581
Operating costs and expenses:
Cost of products sold (exclusive of depreciation and amortization) (1)		1,797,184			2,236,502			8,054,385			7,532,423			7,155,967			5,944,128			9,735,500
Direct operating expenses (exclusive of depreciation and amortization)		121,860			115,581			483,070			463,563			444,531			486,164			532,325
Selling, general, and administrative expenses		26,552			25,781			114,628			105,768			84,175			109,697			115,913
(Gain) loss and impairments on disposal of assets, net		—			(1,891	)		(1,891	)		447,166			13,038			52,788			—
Goodwill impairment loss		—			—			—			—			—			299,552			—
Maintenance turnaround expense		43,168			450			47,140			2,443			23,286			8,088			28,936
Depreciation and amortization		24,332			22,764			93,907			135,895			138,621			145,981			113,611
Total operating costs and expenses		2,013,096			2,399,187			8,791,239			8,687,258			7,859,618			7,046,398			10,526,285
Operating income (loss)		173,121			(59,975	)		711,895			383,779			105,435			(239,030	)		199,296
Other income (expense):
Interest income		151			193			696			510			441			248			1,830
Interest expense and other financing costs		(17,988	)		(24,122	)		(81,349	)		(134,601	)		(146,549	)		(121,321	)		(102,202	)
Amortization of loan fees		(1,604	)		(1,807	)		(6,860	)		(8,926	)		(9,739	)		(6,870	)		(4,789	)
Write-off of unamortized loan fees		—			—			—			—			—			(9,047	)		(10,890	)
Loss on extinguishment of debt		(22,047	)		—			(7,654	)		(34,336	)		—			—			—
Other, net		197			1,562			359			(3,898	)		7,286			(15,184	)		1,176
Income (loss) before income taxes		131,830			(84,149	)		617,087			202,528			(43,126	)		(391,204	)		84,421
Provision for income taxes		(48,111	)		30,645			(218,202	)		(69,861	)		26,077			40,583			(20,224	)
Net income (loss)	$	83,719		$	(53,504	)	$	398,885		$	132,667		$	(17,049	)	$	(350,621	)	$	64,197
Basic earnings (loss) per share	$	0.96		$	(0.60	)	$	4.42		$	1.46		$	(0.19	)	$	(4.43	)	$	0.94
Diluted earnings (loss) per share		0.81			(0.60	)		3.71			1.34			(0.19	)		(4.43	)		0.94
Dividends declared per common share	$	0.12		$	0.08		$	2.74		$	—		$	—		$	—		$	0.06
Weighted average basic shares outstanding		86,726			89,343			89,270			88,981			88,204			79,163			67,715
Weighted average dilutive shares outstanding		109,097			89,343			111,822			109,792			88,204			79,163			67,715

17

	Three Months Ended March 31,						Year Ended December 31,
	2013			2012			2012			2011			2010			2009			2008
	(In thousands, except per share data)
Cash Flow Data
Net cash provided by (used in):
Operating activities	$	(35,633	)	$	42,843		$	916,353		$	508,200		$	134,456		$	140,841		$	285,575
Investing activities		(261,423	)		45,114			18,506			(72,194	)		(73,777	)		(115,361	)		(220,554	)
Financing activities		91,454			(37,791	)		(651,721	)		(325,089	)		(75,657	)		(30,407	)		(274,769	)
Other Data
Adjusted EBITDA (2)	$	242,692		$	182,983		$	1,083,669		$	786,239		$	287,770		$	192,948		$	399,667
Capital expenditures		65,625			22,238			202,157			83,809			78,095			115,854			222,288
Balance Sheet Data (at end of period)
Cash and cash equivalents	$	248,365		$	220,955		$	453,967		$	170,829		$	59,912		$	74,890		$	79,817
Restricted cash		—			153,287			—			220,355			—			—			—
Working capital		594,069			577,060			559,213			544,981			272,750			311,254			314,521
Total assets		2,694,354			2,483,594			2,480,407			2,570,344			2,628,146			2,824,654			3,076,792
Total debt		713,639			777,009			499,863			803,990			1,069,531			1,116,664			1,340,500
Stockholders’ equity		918,539			764,439			909,070			819,828			675,593			688,452			811,489

(1) The net effect of commodity hedging gains and losses included in cost of products sold for the periods presented was as follows:

	Three Months Ended March 31,						Year Ended December 31,
	2013			2012			2012			2011			2010			2009			2008
	(In thousands)
Realized commodity hedging losses, net	$	(28,819	)	$	(35,759	)	$	(144,448	)	$	(76,033	)	$	(9,770	)	$	(20,184	)	$	5,208
Unrealized commodity hedging gains (losses), net		(1,723	)		(217,989	)		(229,672	)		183,286			337			(1,510	)		6,187
Total realized and unrealized commodity hedging gains (losses), net	$	(30,542	)	$	(253,748	)	$	(374,120	)	$	107,253		$	(9,433	)	$	(21,694	)	$	11,395

(2) Adjusted EBITDA represents earnings before interest expense and other financing costs, amortization of loan fees, provision for income taxes, depreciation, amortization, maintenance turnaround expense, and certain other non-cash income and expense items. However, Adjusted EBITDA is not a recognized measurement under United States generally accepted accounting principles (“GAAP”). Our management believes that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. In addition, our management believes that Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of Adjusted EBITDA generally eliminates the effects of financings, income taxes, the accounting effects of significant turnaround activities (that many of our competitors capitalize and thereby exclude from their measures of EBITDA), and certain non-cash charges that are items that may vary for different companies for reasons unrelated to overall operating performance.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• Adjusted EBITDA does not reflect our cash expenditures or future requirements for significant turnaround activities, capital expenditures, or contractual commitments;

• Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and

• Adjusted EBITDA, as we calculate it, may differ from the Adjusted EBITDA calculations of other companies in our industry, thereby limiting its usefulness as a comparative measure.

18

Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. The following table reconciles net income (loss) to Adjusted EBITDA for the periods presented:

	Three Months Ended March 31,					Year Ended December 31,
	2013		2012			2012		2011			2010			2009			2008
	(In thousands)
Net income (loss)	$	83,719	$	(53,504	)	$	398,885	$	132,667		$	(17,049	)	$	(350,621	)	$	64,197
Interest expense and other financing costs		17,988		24,122			81,349		134,601			146,549			121,321			102,202
Amortization of loan fees		1,604		1,807			6,860		8,926			9,739			6,870			4,789
Provision for income taxes		48,111		(30,645	)		218,202		69,861			(26,077	)		(40,583	)		20,224
Depreciation and amortization		24,332		22,764			93,907		135,895			138,621			145,981			113,611
Maintenance turnaround expense		43,168		450			47,140		2,443			23,286			8,088			28,936
Loss and impairments on disposal of assets, net(a)		—		—			—		450,796			13,038			52,788			—
Goodwill impairment loss		—		—			—		—			—			299,552			—
Loss on extinguishment of debt		22,047		—			7,654		34,336			—			—			—
Write-off of unamortized loan fees		—		—			—		—			—			9,047			10,890
Net change in lower of cost or market inventory reserve		—		—			—		—			—			(61,005	)		61,005
Unrealized loss (gain) on commodity hedging transactions, net(b)		1,723		217,989			229,672		(183,286	)		(337	)		1,510			(6,187	)
Adjusted EBITDA	$	242,692	$	182,983		$	1,083,669	$	786,239		$	287,770		$	192,948		$	399,667

(a) The calculation of Adjusted EBITDA for the year ended December 31, 2011 includes the add-back of net gains and losses of $450.8 million incurred from the sale of the Yorktown refining and certain pipeline assets, and to a lesser extent the impairment of Bloomfield refining assets. We have adjusted this amount to exclude a $3.6 million gain related to the sale of platinum catalyst that was previously included in the net loss from other sales transactions. We consider the sale of catalysts to be a routine transaction occurring in the normal course of business and as such, should not be added back to net income (loss) in our calculation of Adjusted EBITDA.

(b) Adjusted EBITDA has been adjusted for the impact of net non-cash unrealized gains and losses related to our commodity hedging transactions. We believe the inclusion of this component of net income provides a better representation of Adjusted EBITDA given the non-cash and potentially volatile nature of commodity hedging.

19

DESCRIPTION OF NOTES

The Company issued the 6.25% senior notes due 2021 (the “old Notes”) under an Indenture (the “Indenture”) among itself, the Initial Guarantors and U.S. Bank National Association, as trustee (the “Trustee”) and as registrar and paying agent (the “Registrar and Paying Agent”), in a private transaction that is not subject to the registration requirements of the Securities Act. See “Notice to Investors.” The Indenture is subject to and governed by the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The terms of the old Notes include those stated in the Indenture and those specifically made part of the Indenture by reference to the Trust Indenture Act.

The following description is a summary of the material provisions of the Indenture. It does not restate that agreement in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Notes.

You can find the definitions of certain terms used in this description below under the caption “—Certain Definitions.” Certain defined terms used in this description but not defined below under the caption “—Certain Definitions” have the meanings assigned to them in the Indenture. In this description, the word “Company” refers only to Western Refining Inc. and not to any of its subsidiaries.

In exchange for the old Notes, we will issue the new Notes under the Indenture for public resale pursuant to this prospectus.

All references to Notes below refer to the old Notes and the new Notes unless the context otherwise requires.

Brief Description of the Notes

The Notes are:

• general unsecured obligations of the Company;

• senior in right of payment to all of the Company’s future Indebtedness that is subordinated in right of payment to the Notes;

• equal in right of payment to all existing and future Indebtedness of the Company that is not subordinated in right of payment to the Notes;

• effectively subordinated to any secured debt to the extent of the value of the collateral for such debt;

• structurally subordinated to the Indebtedness and other liabilities of Subsidiaries of the Company that do not guarantee the Notes; and

• fully and unconditionally guaranteed by the Guarantors.

As of March 31, 2013, the Company and the Initial Guarantors had $547.1 million of unsubordinated Indebtedness (including $350.0 million of the Notes offered for exchange hereby) outstanding, none of which was secured Indebtedness. For the year ended December 31, 2012, the Company and the Initial Guarantors generated substantially all of our consolidated revenues and earnings and, as of December 31, 2012, held substantially all of our consolidated assets and liabilities.

As of the Issue Date and as of the date of issuance of the new Notes, all of our Subsidiaries were Guarantors (other than certain immaterial subsidiaries) and Restricted Subsidiaries. However, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our Subsidiaries as “Unrestricted Subsidiaries.” Any Unrestricted Subsidiary will not be subject to any of the restrictive covenants in the Indenture and will not guarantee the Notes. In addition, the Note Guarantees may be released in certain circumstances. See “—Certain Covenants— Guarantees.” In the event of a bankruptcy, liquidation or reorganization of any of the Company’s non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Company.

20

Principal, Maturity and Interest

The Company offered $350.0 million aggregate principal amount of the Notes. The Notes will mature on April 1, 2021. Interest on the Notes accrues at 6.25% per annum from March 25, 2013. The Company will pay interest on the Notes semiannually in arrears on April 1 and October 1 of each year, beginning October 1, 2013, to holders of record on the immediately preceding March 15 and September 15. Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Additional Notes

The Indenture provides for the issuance by the Company of Notes with an unlimited principal amount, of which $350.0 million of Notes were originally issued. The Company may issue additional Notes (the “Additional Notes”) from time to time, without consent of the existing holders, having the same terms and conditions as the Notes, except for the issue date, the initial interest accrued date and the issue price, provided that if the Additional Notes are not fungible for U.S. federal income tax purposes, such Additional Notes will have a differing CUSIP. Any offering of Additional Notes is subject to the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness.” The Notes and any Additional Notes subsequently issued under the Indenture will vote together as a single class for purposes of the Indenture. The Company issued the old Notes and will issue the new Notes in denominations of $2,000 and integral multiples of $1,000.

Methods of Receiving Payments on the Notes

If a Holder has given wire transfer instructions to the Company, the Company will pay all principal, interest and premium, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within The City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

Paying Agent and Registrar for the Notes

The Trustee acts as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar.

Transfer and Exchange

A Holder may transfer Notes in accordance with the Indenture and the procedures described in “Notice to Investors.” The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

The registered Holder of a Note will be treated as the owner of it for all purposes.

Note Guarantees

The Notes are guaranteed, jointly and severally by all of the Company’s Wholly-Owned Domestic Subsidiaries (100% owned) existing on the Issue Date that have guaranteed the Company’s Revolving Credit Agreement and by all of the Company’s future Wholly-Owned Domestic Subsidiaries that guarantee any Indebtedness of the Company or a Guarantor under (a) the Revolving Credit Agreement, or (b) any other Credit Facilities, or any capital markets debt, in the case of clause (b), in a principal amount of at least $150.0 million.

Each Note Guarantee is:

• a general unsecured obligation of that Guarantor;

21

• senior in right of payment to all of the future Indebtedness of that Guarantor that is subordinated in right of payment to its Note Guarantee;

• equal in right of payment to all existing and future Indebtedness of that Guarantor that is not subordinated in right of payment to its Guarantee; and

• effectively subordinated to any secured debt of that Guarantor to the extent of the value of the collateral securing such debt.

The obligations of each Guarantor under its Note Guarantee are limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Risks Related to the Notes—Fraudulent transfer statutes may limit your rights as a holder of the Notes.”

Note Guarantees may be released in certain circumstances. See “—Certain Covenants— Guarantees.”

Optional Redemption

At any time prior to April 1, 2016, the Company may redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) at a redemption price of 106.250% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date (subject to the right of the Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that:

(1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or its Affiliates); and

(2) the redemption must occur within 90 days of the date of the closing of such Equity Offering.

At any time prior to April 1, 2017, the Company may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, to the date of redemption. The Indenture will provide that with respect to any such redemption the Company will notify the Trustee of the Applicable Premium with respect to the Notes and that the Trustee will not be responsible for the calculation thereof.

Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to April 1, 2017.

On or after April 1, 2017, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon, to the applicable redemption date (subject to the right of the Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year	Percentage
2017		103.125	%
2018		101.563	%
2019 and thereafter		100.000	%

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of such principal national securities exchange; or

(2) if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee will deem fair and appropriate.

22

No Notes of $2,000 or less will be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may be conditional.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Mandatory Redemption

The Company is not required to make mandatory redemption or sinking fund payments with respect to any series of the Notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer payment (a “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, thereon, to the date of repurchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date) (the “Change of Control Payment Date,” which date will be no earlier than the date of such Change of Control). No later than 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

The Paying Agent will promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

23

The Revolving Credit Agreement provides that certain change of control events with respect to the Company would constitute a default thereunder. Any future credit agreements or other similar agreements to which the Company becomes a party may contain similar provisions or restrict our ability to repurchase Notes at such time. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under such other agreements.

The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase such Notes as a result of a sale, transfer, conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain. In addition, Holders of the Notes may not be entitled to require the Company to repurchase their Notes in certain circumstances involving a significant change in the composition the Company’s Board of Directors, including in connection with a proxy contest where the Company’s Board of Directors does not endorse a dissident slate of directors but approves them as Continuing Directors.

Asset Sales

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination of the foregoing. For purposes of this provision, each of the following shall be deemed to be cash:

(a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or such Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated to the Notes or any Note Guarantee and liabilities to the extent owed to the Company or any Subsidiary of the Company) that are assumed by the transferee of any such assets pursuant to a written customary assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability therefor;

(b) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after the date of such Asset Sale (to the extent of the cash received in that conversion); and

(c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not

24

to exceed the greater of $100 million and 3.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale under this paragraph (a), the Company or the applicable Restricted Subsidiary may apply such Net Proceeds at its option:

(1) to repay (x) any Indebtedness secured by a Permitted Lien (including the Credit Facilities), (y) any Indebtedness of a Restricted Subsidiary that is not a Guarantor (and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto) or (z) any Pari Passu Indebtedness, in each case other than Indebtedness owed to the Company or a Subsidiary of the Company; provided, however, that if the Company or any Guarantor shall so reduce any Pari Passu Indebtedness pursuant to clause (z), the Company will equally and ratably reduce Indebtedness under the Notes by making an offer to all holders of the Notes and, if the Company is required to do so or otherwise elects, the other Pari Passu Indebtedness to purchase, on a pro rata basis, at a purchase price equal to 100% of the principal amount thereof, or, in respect of such other Pari Passu Indebtedness, the price set forth in the documentation governing such other Pari Passu Indebtedness, plus accrued and unpaid interest thereon and such offer shall be conducted pursuant to the terms and subject to the conditions set forth in the Indenture and the documents governing the other Pari Passu Indebtedness;

(2) to make capital expenditures or purchase Replacement Assets (or enter into a binding agreement to make such expenditures or purchase such Replacement Assets; provided that (x) such expenditure or purchase is consummated within 180 days after the end of such 365 day period and (y) if such expenditure or purchase is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined below)); or

(3) any combination of the foregoing.

Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

On the 366th day after an Asset Sale or such earlier date, if any, as the Company determines not to apply the Net Proceeds relating to such Asset Sale as set forth in the preceding paragraph (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted in the preceding paragraph (“Excess Proceeds”) will be applied by the Company to make an offer (an “Asset Sale Offer”) to all holders of the Notes, and, if the Company is so required or elects, other Pari Passu Indebtedness to purchase the maximum principal amount of Notes, and other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes, or, in respect of such other Pari Passu Indebtedness, the price set forth in the documentation governing such other Pari Passu Indebtedness, plus accrued and unpaid interest thereon, and such offer shall be conducted pursuant to the terms and subject to the conditions set forth in the Indenture and the documents governing the other Pari Passu Indebtedness.

The Company may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $100.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $100.0 million) will be applied as provided in the preceding paragraph. If any Excess Proceeds remain after consummation of an Asset Sale Offer, such Excess Proceeds may be used for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes, and other Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, then the Notes, and the other Pari Passu Indebtedness will be purchased on a pro rata basis based on the principal amount of the Notes, and the other Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the Excess Proceeds subject to such Asset Sale will no longer be deemed to be Excess Proceeds.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

25

If an Asset Sale Offer is required to be made, there can be no assurance that the Company will have available funds sufficient to pay for all or any of the Notes that might be delivered by Holders seeking to accept the Asset Sale Offer. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which may, in turn, constitute a default under other of the Company’s agreements.

Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade

The obligation of the Company and its Restricted Subsidiaries to comply with the provisions of the indenture described below under the caption “Repurchase at the Option of the Holders— Asset Sales” and “Certain Covenants” (except for the covenant described under “Liens” and “Merger, Consolidation or Sale of Assets (other than clause (3) of the first paragraph) will be suspended (such suspended covenants, the “Suspended Covenants”) and cease to have any further effect from and after the first date when the Notes are rated Investment Grade; provided, that if the Notes cease to have an Investment Grade Rating, then, from and after such time, the obligation of the Company and its Restricted Subsidiaries to comply with the Suspended Covenants shall be reinstated.

Notwithstanding the foregoing, no Subsidiaries may be designated as Unrestricted Subsidiaries while the Suspended Covenants are so suspended.

Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default under the indenture upon reinstatement; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made on or after the Issue Date will be calculated as though the “Restricted Payments” covenant had been in effect during the entire period after such date; and (2) all Indebtedness, Incurred, during the suspension period will be deemed to have been Incurred as Existing Indebtedness and (3) promptly, and in any event within 10 business days of such reinstatement, any Restricted Subsidiary that would have been required prior to such reinstatement to become a Guarantor (but for the suspension of such covenant) will execute such supplemental indenture required by such covenant.

There can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings.

Certain Covenants

Restricted Payments

(A) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay (without duplication) any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions (x) payable in Equity Interests (other than Disqualified Stock) of the Company or any Restricted Subsidiary or (y) to the Company or a Restricted Subsidiary of the Company);

(2) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company held by Persons other than the Company or any of its Restricted Subsidiaries;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated in right of payment to the Notes or any Note Guarantees, except (a) a payment of interest or principal at the Stated Maturity thereof, (b) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or (c) any Indebtedness incurred pursuant to clause (6) under Permitted Debt; or

(4) make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment

(1) no Default or Event of Default will have occurred and be continuing or would occur as a consequence thereof; and

26

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness;” and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Existing Notes Issue Date (excluding Restricted Payments permitted by clauses (2) to (6) and (8) to (13) of the next succeeding paragraph (B)), is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the fiscal quarter during which the Existing Note Issue Date occurred to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(b) 100% of the aggregate net cash proceeds (or the aggregate fair market value of any property or assets (such fair market value as determined in good faith reasonable judgment of the Company)) received by the Company since the Existing Notes Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock) of the Company or from the Incurrence of Indebtedness of the Company that has been converted into or exchanged for such Equity Interests (other than Equity Interests sold to, or Indebtedness held by, a Subsidiary of the Company), plus

(c) with respect to Restricted Investments made by the Company and its Restricted Subsidiaries after the Existing Notes Issue Date, an amount equal to the net reduction in such Restricted Investments in any Person resulting from dividends, distributions, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary or from the net cash proceeds from the sale of any such Restricted Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income), from the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the amount of Restricted Investments previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary after the Existing Notes Issue Date (amounts in clauses (b) and (c) being referred to as the “Incremental Funds”).

(B) The preceding provisions will not prohibit, so long as, in the case of clauses (7) and (11) below, no Default has occurred and is continuing or would be caused thereby:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;

(2) the payment of any dividend by a Restricted Subsidiary of the Company to the holders of any class of its Capital Stock on a pro rata basis among holders of such class (it being understood that common units of an MLP that are subordinated to other units shall not constitute part of the same class as such other units);

(3) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the Company or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Company or a substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3) (b) of the preceding paragraph (A);

(4) the defeasance, redemption, repurchase or other acquisition of Indebtedness subordinated to the Notes or the Note Guarantees with the net cash proceeds from an Incurrence of Permitted Refinancing Indebtedness;

(5) Investments acquired as a capital contribution to, or in exchange for, or out of the net cash proceeds of a substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such acquisition or exchange will be excluded from clause (3) (b) of the preceding paragraph (A);

27

(6) the repurchase of Capital Stock deemed to occur upon the exercise of options or warrants to the extent that such Capital Stock represents all or a portion of the exercise price thereof;

(7) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company held by any current or former employee or director of the Company (or any of its Restricted Subsidiaries) pursuant to the terms of any employee equity subscription agreement, stock option agreement, restricted stock or similar agreement entered into in the ordinary course of business; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any calendar year will not exceed $7.5 million (with unused amounts carried over to subsequent years);

(8) the payment of cash in lieu of the issuance of fractional shares of Equity Interests upon conversion or exchange of securities convertible into or exchangeable for Equity Interests of the Company; provided that any such cash payment shall not be for the purpose of evading the limitations of this covenant (as determined in good faith by the Board of Directors of the Company);

(9) until the MLP Date, other Restricted Payments in an aggregate amount not to exceed $250.0 million;

(10) the repurchase of any subordinated Indebtedness at a purchase price not greater than 101% of the principal amount thereof in the event of a change of control or Asset Sale pursuant to a provision no more favorable to the holders thereof than those described under “Repurchase at the Option of Holders”, provided that, in each case, prior to the repurchase the Company has made an offer to purchase and repurchased all Notes that were validly tendered for payment in connection with the offer to purchase;

(11) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary issued in accordance with the covenant described under “— Incurrence of Indebtedness” and payment of any redemption price or liquidation value of any such Disqualified Stock or Preferred Stock when due in accordance with its terms;

(12) until the MLP Date, (a) the declaration and payment of dividends or other distributions to holders of any Equity Interests of the Company in an aggregate amount not to exceed $100.0 million per annum and (b) the purchase, redemption or other acquisition or retirement for value any Equity Interests of the Company in an aggregate amount not to exceed $200.0 million; and

(13) until the MLP Date, Restricted Payments if, at the time of making such payments, and after giving effect thereto (including, without limitation, the Incurrence of any Indebtedness to finance such payment), the Leverage Ratio would not exceed 1.00 to 1.00.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment.

(c) If the Board of Directors of the Company so elects at any time following the MLP Date, clause (2) of the first paragraph of this covenant will be replaced with the following “the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have a Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such time of at least 1.75:1, and”; and clause 3(a) of the first paragraph of this covenant will be replaced with the following: “(a) Available Cash with respect to the Company’s most recently completed quarter; plus without duplication of amounts under clauses 3(b) and 3(c) of the first paragraph of this covenant, an amount equal to the amount available pursuant to the first paragraph of this covenant at the beginning of the fiscal quarter during which the MLP Date occurred, plus”.

In addition following any such election, if the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, not have a Fixed Charge Coverage Ratio of at least 1.75:1; such Restricted Payment may still be permitted if such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by

28

the Company and its Restricted Subsidiaries on or after the MLP Date pursuant to this paragraph (excluding Restricted Payments made pursuant to the provisions set forth in clause (b) of this covenant), is less than the sum, without duplication, of (1) $200.0 million plus (2) Incremental Funds (to the extent not previously expended pursuant to this paragraph or the first paragraph of this covenant).

As of Issue Date, the Company would have been able to make Restricted Payments pursuant to clause 3(a) of the first paragraph of approximately $285.0 million.

“Available Cash” means with respect to any period on or subsequent to the MLP Date:

(1) the sum of (i) all cash and Cash Equivalents of the Company and its Subsidiaries on hand at the end of the most recently completed fiscal quarter, and (ii) if the Company so determines, all or any portion of any additional cash and Cash Equivalents of the Company and its Subsidiaries on hand on the date the Company makes such Restricted Payment (including any borrowings made subsequent to the end of such fiscal quarter), less

(2) the amount of any cash reserves established by the Company to (i) provide for the proper conduct of the business of the Company and of its Subsidiaries (including reserves for future capital expenditures and for anticipated future credit needs) subsequent to such fiscal quarter-end, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Company or any of its Subsidiaries is a party or by which it is bound or its assets are subject or (iii) provide funds for Restricted Payments in respect of future periods.

“MLP” means a limited partnership or limited liability company that will be treated as a partnership for U.S. tax purposes, equity interests of which are or are expected to be publicly traded.

“MLP Date” means the date on which the Company (or any successor obligor) becomes an MLP.

Incurrence of Indebtedness

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness; provided, however, that the Company or any Restricted Subsidiary may Incur Indebtedness, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the Incurrence by the Company or any Guarantor of Indebtedness under Credit Facilities (including, without limitation, the Incurrence by the Company and the Guarantors of Guarantees thereof) in an aggregate amount at any one time outstanding pursuant to this clause (1) not to exceed the greater of (i) $1,400 million and (ii) the Borrowing Base;

(2) the Incurrence of Existing Indebtedness;

(3) the Incurrence by the Company and the Guarantors of Indebtedness represented by the Notes (and any Exchange Notes in respect thereof) and the related Note Guarantees to be issued on the Issue Date;

(4) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate amount, including all Permitted Refinancing Indebtedness Incurred pursuant to clause (5) to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (4), not to exceed the greater of (x) $200.0 million and (y) 5.0% of Total Assets at any time outstanding;

29

(5) the Incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be Incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5) or (15) of this paragraph;

(6) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that:

(a) if the Company or any Guarantor is the obligor on such Indebtedness and the obligee is not the Company or any Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor;

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be Incurred by another provision of this covenant;

(8) the Incurrence by the Company or any of its Restricted Subsidiaries of (i) Hedging Obligations consisting of transactions for the purchase, sale or exchange of Hydrocarbons of the types used or produced by the Company and its Restricted Subsidiaries; and (ii) any other Hedging Obligations provided that in the case of clause (ii) such obligations are (or were) entered into for the purpose of mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Company and its Restricted Subsidiaries, or changes in the value of securities issued by the Company and its Restricted Subsidiaries, and not for purposes of speculation;

(9) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary thereof in connection with such disposition;

(10) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

(11) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness constituting letters of credit issued in the ordinary course of business or reimbursement obligations in respect thereof; provided that, upon the drawing upon such letters of credit, such obligations are reimbursed within 30 days following such drawing;

(12) the Incurrence by the Company of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes;

(13) the Incurrence by the Company or any Restricted Subsidiary of additional Indebtedness in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (13), not to exceed $250.0 million.

(14) the Incurrence by any Foreign Subsidiary of additional Indebtedness in an aggregate amount at any time outstanding not to exceed the greater of 5.0% of Total Assets of the Foreign Subsidiaries;

30

(15) Indebtedness incurred in connection with an acquisition, provided that on a pro forma basis, after giving effect to the Incurrence thereof, (x) the Company could Incur at least $1.00 of Indebtedness under the Fixed Charge Coverage Ratio pursuant to the first paragraph above or (y) the Fixed Charge Coverage Ratio is higher than immediately prior to such transaction;

(16) Indebtedness of the Company or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to Credit Facilities in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

(17) any Guarantee (including by virtue of acting as a co-obligor in respect of Indebtedness) or pledge of Equity Interests in respect of Indebtedness of a joint venture or Unrestricted Subsidiary in an aggregate principal amount at any time outstanding under this clause (17) not to exceed the greater of $200.0 million and 5.0% of Total Assets of the Company (measured at the time of Incurrence);

(18) Indebtedness incurred to finance participation in contango market opportunities with respect to Hydrocarbons not to exceed an aggregate principal amount of $100.0 million at any time outstanding; and

(19) Indebtedness (a) in connection with a sale-leaseback transaction involving a catalyst necessary or useful in the operation of refinery assets of the Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed $25.0 million and (b) incurred in the ordinary course of business to finance the payment of insurance premiums in an aggregate principal amount at any time outstanding not to exceed $15.0 million.

For purposes of determining compliance with this covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (19) above, or is entitled to be Incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness originally classified as Incurred pursuant to clauses (1) through (19) above may later be reclassified by the Company such that it will be deemed as having been Incurred pursuant to another of such clauses to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause at the time of such reclassification.

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be Incurred pursuant to this covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

The Company will not Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of the Company unless it is subordinate in right of payment to the Notes to the same extent. The Company will not permit any Guarantor to Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of such Guarantor unless it is subordinate in right of payment to such Guarantor’s Note Guarantee to the same extent. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired securing Indebtedness unless the Notes (or the Note Guarantee) are equally and ratably secured with such Indebtedness for so long as it is secured. Any Lien created for the benefit of the holders of the Notes pursuant to this paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to the obligation to secure the Notes or the Note Guarantees.

31

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries or pay any liabilities owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions:

(1) existing under, by reason of or with respect to the Revolving Credit Agreement, Existing Indebtedness or any other agreements in effect on the Issue Date;

(2) set forth in the Indenture, the Notes and the Note Guarantees;

(3) existing under, by reason of or with respect to applicable law;

(4) with respect to any Person or the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof;

(5) set forth in any document governing any secured Indebtedness that limits the right of the debtor to dispose of the assets securing such Indebtedness that is otherwise permitted to be incurred pursuant to the covenant described under the caption “Certain Covenants—Incurrence of Indebtedness” and “—Liens”;

(6) in the case of clause (3) of the first paragraph of this covenant:

(A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

(B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary thereof not otherwise prohibited by the Indenture or

(C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof;

(7) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition;

(8) existing under restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;

(9) existing under joint venture or similar agreements or any Indebtedness permitted to be incurred under the Indenture and which the Board of Directors of the Company determines in good faith will not materially adversely affect the Company’s ability to make payments of principal or interest payments on the Notes;

(10) consisting of customary restrictions pursuant to any Permitted Receivables Financing;

32

(11) existing under the Ground Lease between DuPont and a Subsidiary of the Company as in effect on the Issue Date; and

(12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) in the first paragraph of this covenant imposed by any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this paragraph, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive than those prior to such amendment, modification, restatement, renewal, extension, supplement, refunding, replacement or refinancing.

Merger, Consolidation or Sale of Assets

The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition will have been made (i) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) assumes all the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(2) immediately after giving effect to such transaction, no Default or Event of Default exists;

(3) immediately after giving effect to such transaction on a pro forma basis, (a) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition will have been made will be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness” or (b) the Fixed Charge Coverage Ratio immediately after such transaction would be higher than prior to such transaction;

(4) each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this covenant, will have by amendment to its Note Guarantee confirmed that its Note Guarantee will apply to the obligations of the Company or the surviving Person in accordance with the Notes and the Indenture; and

(5) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computation to demonstrate compliance with clause (3) above) and Opinion of Counsel, in each case stating that such transaction and such agreement complies with this covenant and that all conditions precedent provided for herein relating to such transaction have been complied with.

Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with this covenant, the successor formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made will succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, conveyance or other disposition, the provisions of the Indenture referring to the “Company” will refer instead to the successor corporation and not to the Company), and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person had been named as the Company in the Indenture and the predecessor will be released from all obligations.

In addition, the Company and its Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries considered as one enterprise, in one or more related transactions, to any other Person. Clauses (2), (3) and (4) above of this covenant will not apply (i) to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries or (ii) if, in the good faith determination of the Board of Directors, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of incorporation of the Company.

33

The foregoing shall not apply to (i) any transfer of assets by the Company to any Guarantor, (ii) any transfer of assets among Guarantors or (iii) any transfer of assets by a Restricted Subsidiary that is not a Guarantor to (x) another Restricted Subsidiary that is not a Guarantor or (y) the Company or any Guarantor.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless, in the case of any transaction involving payments or aggregate consideration in excess of $10.0 million:

(1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries; and

(2) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among the Company and/or its Restricted Subsidiaries;

(2) payment of reasonable and customary fees to, and reasonable and customary indemnification and similar payments on behalf of, directors of the Company;

(3) Restricted Payments that are permitted by the provisions of the Indenture described above under the caption “—Restricted Payments” and any Permitted Investment

(4) any sale of Equity Interests (other than Disqualified Stock) of the Company;

(5) transactions pursuant to agreements or arrangements in effect on the Issue Date or any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement or arrangement in existence on the Issue Date;

(6) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of its Restricted Subsidiaries with officers and employees of the Company or any of its Restricted Subsidiaries and the payment of compensation to officers and employees of the Company or any of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), so long as such agreement or payment have been approved by a majority of the disinterested members of the Board of Directors of the Company.

(7) any transaction in which the Company or any Restricted Subsidiary, as the case may be, obtains a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view;

(8) the entering into of a customary agreement providing registration rights to the shareholders of the Company and the performance of such agreements;

(9) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business, or (B) transactions with joint ventures or Unrestricted Subsidiaries, (i) entered into in the ordinary

34

course of business and consistent with past practice or industry norms, (ii) entered into on customary terms (as determined by the Company in good faith, including that such transaction is customary in respect of Persons and their joint ventures or Unrestricted Subsidiaries), or (iii) is fair to the Company and its Restricted Subsidiaries from a financial point of view (as determined by the Company in good faith).

(10) sales of accounts receivable, or participations therein, or any related transaction, in connection with any Permitted Receivables Financing; or

(11) any transaction with any Person who is an Affiliate of the Company solely because a director of such Person is also a director of the Company or any direct or indirect parent company; provided, however, that such director abstains from voting as a director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary; provided that:

(1) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary, but excluding any Investment that was a Restricted Payment or Permitted Investment (other than pursuant to clauses (1) or (3) of the definition thereof) when made) will be deemed to be an Investment made as of the time of such designation and that such Investment would be permitted under the covenant described above under the caption “— Restricted Payments,” including as a Permitted Investment;

(2) such Subsidiary does not hold any Liens on any property of the Company or any Restricted Subsidiary thereof; and

(3) the Subsidiary being so designated:

(a) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company or would be permitted under “Transactions with Affiliates”; and

(b) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation to subscribe for additional Equity Interests, except as would be permitted under “—Restricted Payments”; and

(4) No Event of Default would be in existence following such designation.

Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the Indenture. If, at any time, any Unrestricted Subsidiary (x) would fail to meet any of the preceding requirements described in subclauses

(a) or (b) of clause (3) above, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary will be deemed to be Incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under the Indenture, the Company will be in default under the Indenture.

35

The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

(1) such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under the covenant described under the caption “— Incurrence of Indebtedness;”

(2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such designation will only be permitted if such Investments would be permitted under the covenant described above under the caption “—Restricted Payments”, including as Permitted Investments;

(3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the caption “—Liens;” and

(4) no Default or Event of Default would be in existence following such designation.

Guarantees

If any Wholly-Owned Domestic Subsidiary that is not a Guarantor guarantees any Indebtedness of the Company or a Guarantor under (a) the Revolving Credit Agreement, or (b) any other Credit Facilities, or any capital markets debt, in the case of clause (b) in a principal amount of at least $150 million on or after the Issue Date, then that Domestic Subsidiary must promptly become a Guarantor by executing a supplemental indenture, provided that:

(i) if the Notes or such Guarantor’s Note Guarantee are subordinated in right of payment to such Indebtedness, the Note Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and

(ii) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under the Indenture and its Note Guarantee pursuant to a supplemental indenture and agreements reasonably satisfactory to the Trustee; or

(b) such sale or other disposition or consolidation or merger complies with the covenant described above under the caption “—Repurchase at the Option of Holders— Asset Sales.”

The Note Guarantee of a Guarantor will be released:

(1) if the Guarantor ceases to be a Restricted Subsidiary in a transaction permitted under the Indenture, including through the disposition of Capital Stock of such Guarantor;

(2) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under the Indenture;

(3) upon discharge of the Indenture or legal or covenant defeasance; or

(4) upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to this covenant, except a discharge or release by or as a result of payment under such Guarantee.

36

Payments for Consent

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement, provided that if such consents, waivers or amendments are sought in connection with an exchange offer where participation in such exchange offer is limited to Holders who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act, or non-U.S. persons, within the meaning given to such term in Regulation S under the Securities Act, then such consideration need only be offered to all Holders to whom the exchange offer is made and to be paid to all such Holders that consent, waive or agree to amend in such time frame.

Reports

Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will furnish to the Trustee and, upon request, to beneficial owners and prospective investors a copy of all of the information and reports referred to in clauses (1) and (2) below within the time periods specified in the Commission’s rules and regulations for non-accelerated filers:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

Whether or not required by the Commission, the Company will comply with the periodic reporting requirements of the Exchange Act and will file the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the Commission.

In addition, the Company and the Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

For the avoidance of doubt, the Company will only be required to provide any information in such filings pursuant to Rule 3-10 of Regulation S-X if required by the Commission.

Notwithstanding the foregoing, to the extent that the Company files the information and reports referred to in this covenant with the Commission, and such information is publicly available on the internet, the Company shall be deemed to be in compliance with its obligations to furnish such information to the Trustee, beneficial owners and prospective investors of the Notes.

No failure to comply with this covenant will be deemed a Default until a period of 120 days has elapsed from such failure, and any failure to comply with this covenant shall be automatically cured when the Company files all required reports with the Commission.

37

Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on or with respect to the Notes;

(2) default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the Notes;

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control,” “—Repurchase at the Option of Holders—Asset Sales” or “—Certain Covenants—Merger, Consolidation or Sale of Assets;”

(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the other agreements in the Indenture;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

(a) is caused by a failure to make any payment when due at the final maturity of such Indebtedness (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more;

(6) failure by the Company or any of its Restricted Subsidiaries to pay final judgments (to the extent such judgments are not paid or covered by insurance provided by a reputable carrier that has the ability to perform and has acknowledged coverage in writing) aggregating in excess of $50.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(7) except as permitted by the Indenture, any Note Guarantee will be held in any judicial proceeding to be unenforceable or invalid or will cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, will deny or disaffirm its obligations under its Note Guarantee; or

(8) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary).

In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default(s).

Holders of the Notes may not enforce the Indenture or the Notes, except as provided in such documents. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest.

The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, the principal of or premium, if any, on the Notes. The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

38

A Holder may not pursue any remedy with respect to the Indenture or the Notes unless:

(1) the Holder gives the Trustee written notice of a continuing Event of Default;

(2) the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

However, such limitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right will not be impaired or affected without the consent of the Holder.

The holders of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if

(1) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by the declaration of acceleration, have been cured or waived, and

(2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (5) under “Events of Default” has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

The Company is required to deliver to the Trustee annually within 90 days after the end of each fiscal year a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator, stockholder, member, manager or partner of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:

39

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due from the trust referred to below;

(2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events with respect to the Company) described under “Events of Default” will no longer constitute Events of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to any series:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company will have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default will have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others;

(7) if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes of such series on the specified redemption date; and

(8) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

40

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each Holder of Notes affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes;

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest, or premium, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than U.S. dollars;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium, if any, on, the Notes;

(7) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee, except in accordance with the terms of the Indenture;

(8) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees;

(9) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the covenant described under the caption “Repurchase at the Option of Holders—Asset Sales” after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with the covenant described under the caption “Repurchase at the Option of Holders—Change of Control” after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;

(10) amend or modify any of the provisions of the Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in any manner adverse to the Holders of the Notes or any Note Guarantee; or

(11) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets;

41

(4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;

(5) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(6) to comply with the provisions described under “—Certain Covenants—Guarantees;”

(7) to evidence and provide for the acceptance of appointment by a successor Trustee;

(8) to provide for the issuance of Additional Notes in accordance with the Indenture;

(9) to conform the text of the Indenture, Note Guarantees or the Notes to any provision of this “Description of Notes”; or

(10) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1) either:

(a) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default will have occurred and be continuing on the date of such deposit or will occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

(4) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Governing Law

The Indenture, the Notes and the Note Guarantees are governed by, and construed in accordance with, the laws of the State of New York.

42

Concerning the Trustee

If the Trustee becomes a creditor of the Company or any Guarantor, the Indenture and the Trust Indenture Act limit its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

The Indenture provides that in case an Event of Default will occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man under the circumstances in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder will have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Book-Entry, Delivery and Form

The new Notes will be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Global Notes”). The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may be exchanged for Notes in certificated form. See “—Exchange of Book-Entry Notes for Certificated Notes.”

Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised the Company that DTC is a limited-purpose trust company created to hold Notes for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised the Company that, pursuant to procedures established by it:

(1) upon deposit of the Global Notes, DTC will credit the accounts of designated Participants with portions of the principal amount of the Global Notes; and

(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

Investors in the Global Notes who are Participants in DTC’s system may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

43

Except as described below, owners of interests in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “Holders” thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, the Company and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised the Company that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

44

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for definitive Notes in registered certificated form (“Certificated Notes”) if:

(1) DTC (a) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case the Company fails to appoint a successor depositary;

(2) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes (DTC has advised the Company that, in such event, under its current practices, DTC would notify its participants of the Company’s request, but will only withdraw beneficial interests from a Global Note at the request of each DTC participant); or

(3) there will have occurred and be continuing a Default or Event of Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

The Company will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The Company will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each such Holder’s registered address. The Notes represented by the Global Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Company that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Additional Notes” shall have the meaning set forth under “—Principal, Maturity and Interest.”

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, will mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” will have correlative meanings.

“Affiliate Transaction” shall have the meaning set forth under “—Certain Covenants— Transaction with Affiliates.”

45

“Applicable Premium” means, with respect to a Note at any date of redemption, the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess of (A) the present value at such date of redemption of (1) the redemption price of such Note at April 1, 2017 (such redemption price being described under “—Optional Redemption”) plus (2) all remaining required interest payments due on such Note through April 1, 2017 (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets outside the ordinary course of business, other than a transaction governed by the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants— Merger, Consolidation or Sale of Assets;” and

(2) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale by the Company or any Restricted Subsidiary thereof of Equity Interests in any of its Subsidiaries (other than directors’ qualifying shares and shares issued to foreign nationals to the extent required by applicable law).

Notwithstanding the preceding, the following items will be deemed not to be Asset Sales:

(1) any single transaction or series of related transactions that involves assets or Equity Interests having a Fair Market Value of less than $10.0 million;

(2) a transfer of assets or Equity Interests between or among the Company and/or its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Restricted Subsidiary;

(4) the sale or lease of equipment, inventory, accounts receivable or other assets held for sale;

(5) the sale or other disposition of cash and Cash Equivalents or the unwinding of any Hedging Obligations;

(6) dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

(7) a Restricted Payment that is permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments” and any Permitted Investment;

(8) any sale or disposition of any property or equipment that has become damaged, worn out or obsolete or is no longer used or useful in the business (including without limitation, the Bloomfield refining facility) and any sale or disposition of other property in connection with scheduled turnarounds, maintenance and equipment and facility updates;

(9) the creation of a Lien not prohibited by the Indenture and the disposition of any assets or rights resulting from the enforcement thereof;

(10) any transfer of property in connection with a sale and leaseback transaction;

(11) any issuance of Disqualified Stock or Preferred Stock pursuant to “—Certain Covenants—Incurrence of Indebtedness;”

(12) any surrender or waiver of contract rights pursuant to a settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(13) sales of accounts receivable, or participations therein, and any related assets, in connection with any Permitted Receivables Financing;

46

(14) dispositions of Hydrocarbons in connection with any Structured Hydrocarbon Supply Arrangement; and

(15) dispositions of Equity Interests in any Unrestricted Subsidiary.

“Asset Sale Offer” shall have the meaning set forth under “—Repurchase at the Option of Holders—Asset Sales.”

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms “Beneficially Owns” and “Beneficially Owned” will have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or, except in the context of the definitions of “Change of Control” and “Continuing Directors,” a duly authorized committee thereof;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership or, if the partnership has more than one general partner, the managing general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Board Resolution” means a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification.

“Borrowing Base” means, as of any date, the sum of (1) 85% of the book value of inventories of the Company and its Restricted Subsidiaries as of the end of the most recent month preceding such date, (2) 90% of the book value of the accounts receivable (net of reserve for doubtful accounts) of the Company and its Restricted Subsidiaries as of the end of the most recent month preceding such date and (3) 100% of the amount of cash and Cash Equivalents of the Company and its Restricted Subsidiaries as of the end of the most recent month preceding such date, in each case calculated on a consolidated basis in accordance with GAAP and on a pro forma basis for any subsequent acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations.

“Business Day” means any day other than a Legal Holiday.

“Calculation Date” shall have the meaning set forth in the definition of Fixed Charge Coverage Ratio.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1) United States dollars;

47

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), maturing, unless such securities are deposited to defease any Indebtedness, not more than one year from the date of acquisition;

(3) certificates of deposit, demand deposits and time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any lender under a Credit Facility or any domestic commercial bank having capital and surplus in excess of $500.0 million;

(4) repurchase obligations with a term of not more than thirty days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-2” (or the then equivalent grade) by Moody’s or at least “A-2” (or the then equivalent grade) by S&P, in each case with maturities of not more than six months from the date of acquisition thereof;

(6) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, rated at least “A” by Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and having maturities of not more than six months from the date of acquisition;

(7) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition; and

(8) in the case of any Foreign Subsidiary, substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which such person conducts business.

“Cash Management Obligation” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements made or entered into at any time, or in effect at any time, whether directly or indirectly, and whether as a result of assignment or transfer or otherwise, between the Company or any Restricted Subsidiary and any lender under a Credit Facility or Affiliate thereof.

“Certificated Notes” shall have the meaning set forth under “—Exchange of Global Notes for Certificated Notes.”

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than a Permitted Holder or a holding company created to hold the Company; provided that holders of the Voting Stock of the Company prior to such creation continue to hold at least a majority of the Voting Stock of such holding company;

(2) the adoption or approval by the Board of Directors of the Company or shareholders of the Company of a plan relating to the liquidation or dissolution of the Company;

(3) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the Voting Stock of the Company (other than a Permitted Holder or a holding company created to hold the Company; provided that holders of the Voting Stock of the Company prior to such creation continue to hold at least a majority of the Voting Stock of such holding company);

(4) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

48

(5) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) or (B) immediately after such transaction, no “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), (other than a Permitted Holder or a holding company created to hold the Company; provided that holders of the Voting Stock of the Company prior to such creation continue to hold at least a majority of the Voting Stock of such holding company), becomes, directly or indirectly, the Beneficial Owner of 50% or more of the voting power of the Voting Stock of the surviving or transferee Person.

“Change of Control Offer” shall have the meaning set forth under “—Repurchase at the Option of Holders—Change of Control.”

“Change of Control Payment” shall have the meaning set forth under “—Repurchase at the Option of Holders—Change of Control.”

“Change of Control Payment Date” shall have the meaning set forth under “—Repurchase at the Option of Holders—Change of Control.”

“Clearstream” means Clearstream Banking, S.A.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means, with respect to any Person, any Capital Stock (other than Preferred Stock) of such Person, whether outstanding on the Issue Date or issued thereafter.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

(1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2) Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income (including any items excluded from the definition of “Fixed Charges” pursuant to the proviso in clause (i) thereof); plus

(3) (a) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; (b) any maintenance turnaround expense and (c) any “lower of cost or market” writedowns of inventory; plus

(4) without duplication, any expenses or charges related to any issuance of Equity Interests, acquisition or disposition of division or line of business, recapitalization or the Incurrence or repayment of Indebtedness permitted to be Incurred by the Indenture (whether or not successful); minus

(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue consistent with past practice;

in each case, on a consolidated basis and determined in accordance with GAAP.

49

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary thereof and any net loss of such Person shall be excluded;

(2) for purposes of “—Certain Covenants—Restricted Payments” only, the Net Income of any Restricted Subsidiary (other than a Guarantor) will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equity holders;

(3) the Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition will be excluded;

(4) the cumulative effect of a change in accounting principles will be excluded; and

(5) any non-cash unrealized gains or losses resulting from mark-to-market accounting relating to Hedging Obligations or other derivative instruments will be excluded.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Lease Obligations and obligations evidenced by bonds, notes or debentures (other than letters of credit or similar instruments) and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and the Guarantors and all Preferred Stock of its Restricted Subsidiaries that are not Guarantors on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1) was a member of such Board of Directors on the Issue Date; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Covenant Defeasance” shall have the meaning set forth under “—Legal Defeasance and Covenant Defeasance.”

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Revolving Credit Agreement), commercial paper facilities or indentures, in each case with banks or other institutional lenders or a trustee, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables and including Permitted Receivables Financing), letters of credit or issuances of notes, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

50

“Designated Non-cash Consideration” means any non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Non-cash Consideration pursuant to an officers’ certificate executed by an officer of the Company or such Restricted Subsidiary at the time of such Asset Sale. Any particular item of Designated Non-cash Consideration will cease to be considered to be outstanding once it has been sold for cash or Cash Equivalents (which shall be considered Net Cash Proceeds of an Asset Sale when received).

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The term “Disqualified Stock” will also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the Notes mature.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company other than a Foreign Subsidiary.

“DTC” shall have the meaning set forth under “—Book-Entry, Delivery and Form.”

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private placement of Capital Stock (other than Disqualified Stock) of the Company (other than pursuant to a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Company) to any Person other than any Subsidiary thereof.

“Euroclear” shall have the meaning set forth under “—Book-Entry, Delivery and Form.”

“Excess Proceeds” shall have the meaning set forth under “—Repurchase at the Option of Holders—Asset Sales.”

“Excess Proceeds Trigger Date” shall have the meaning set forth under “—Repurchase at the Option of Holders—Asset Sales.”

“Existing Indebtedness” means the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Revolving Credit Agreement or under the Notes and the related Note Guarantees) in existence on the Issue Date.

“Existing Notes Issue Date” means June 12, 2009, the date of original issuance of the Company’s 11.250% Senior Secured Notes due 2017.

“Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors of the Company, whose determination, unless otherwise specified below, will be conclusive if evidenced by a Board Resolution. Notwithstanding the foregoing, the Board of Directors’ determination of Fair Market Value must be evidenced by a Board Resolution attached to an Officers’ Certificate delivered to the Trustee if the Fair Market Value exceeds $50.0 million.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings,

51

and net of the effect of all payments made or received pursuant to Hedging Obligations hedging interest rate risk, provided that Fixed Charges shall exclude (i) amortization or the write-off of any deferred financing costs and the amortization of any discount resulting from any issuance of convertible debt securities and (ii) additional interest in respect of the Notes, debt issuance costs and premiums or losses incurred in connection with the extinguishment of Indebtedness, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement in mark-to-market valuation of Hedging Obligations or other derivatives under GAAP; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) all dividends or distributions paid in cash on any series of Disqualified Stock or Preferred Stock of such Person or any of its Restricted Subsidiaries, other than dividends payable to the Company or a Restricted Subsidiary of the Company,

in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis in good faith by the chief financial officer (including adjustments permitted under Regulation S-X and other cost savings that the Company expects in good faith to achieve within the next twelve months in connection therewith), but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; and

(4) consolidated interest expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate will be computed as if the rate in effect on the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period.

“Foreign Subsidiary” means any Restricted Subsidiary organized under the laws of any jurisdiction outside the United States of America.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

52

“Global Notes” shall have the meaning set forth under “—Book-Entry, Delivery and Form.”

“Government Securities” means securities that are direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged.

“Grantors” means the Company and the Guarantors.

“Guarantee” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof or acting as co-obligor in respect thereof, of all or any part of any Indebtedness of another Person.

“Guarantors” means:

(1) the Initial Guarantors; and

(2) any other subsidiary that executes a Note Guarantee in accordance with the provisions of the Indenture;

and their respective successors and assigns until released from their obligations under their Note Guarantees and the Indenture in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and

(2) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Holder” means a Person in whose name a Note is registered.

“Hydrocarbons” means oil, gas, casing head gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, all products refined, separated, settled and dehydrated therefrom, including, without limitation, kerosene, liquefied petroleum gas, refined lubricating oils, diesel fuel, drip gasoline, natural gasoline, and all other minerals.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of such Indebtedness (and “Incurrence” and “Incurred” will have meanings correlative to the foregoing); provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Company and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock (to the extent provided for when the Indebtedness or Disqualified Stock or Preferred Stock on which such interest or dividend is paid was originally issued) will be considered an Incurrence of Indebtedness; provided that in each case the amount thereof is for all other purposes included in the Fixed Charges and Indebtedness of the Company or its Restricted Subsidiary as accrued.

53

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) in respect of Capital Lease Obligations;

(5) in respect of the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or trade payable;

(6) Representing Hedging Obligations;

(7) representing Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends; or

(8) in the case of a Subsidiary of such Person that is not a Guarantor, representing Preferred Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends.

In addition, the term “Indebtedness” includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), provided that the amount of such Indebtedness will be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness, and (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock which does not have a fixed repurchase price will be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock, as applicable, as if such Disqualified Stock or Preferred Stock were repurchased on any date on which Indebtedness will be required to be determined pursuant to the Indenture.

The amount of any Indebtedness outstanding as of any date will be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and will be:

(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness; and

(3) in case of any Hedging Obligations, the net amount payable upon termination.

Notwithstanding the foregoing, Indebtedness will not include (i) any obligations under the Ground Lease between DuPont and a Subsidiary of the Company and the Sulfuric Acid Regeneration and Sulfur Gas Processing Agreement between E.I. DuPont de Nemours and Company and Western Refining Company, L.P. executed in connection therewith, (ii) the pledge by the Company or any Restricted Subsidiary of the Equity Interests of an Unrestricted Subsidiary or joint venture to secure Non-Recourse Debt of that Unrestricted Subsidiary or joint venture, (iii) Cash Management Obligations, or (iv) any Indebtedness constituting a Guarantee of any obligations of another Person to the extent such Indebtedness is secured by a perfected lien on cash, Cash Equivalents or other governmental obligations pledged by such other Person.

“Indenture” shall have the meaning set forth under the first paragraph of this description of Notes.

“Indirect Participants” shall have the meaning set forth under “—Depository Procedures.”

54

“Initial Guarantors” means all of the Wholly-Owned Domestic Subsidiaries of the Company that will execute Note Guarantees on the Issue Date.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB-(or the equivalent) by S&P, or if either Moody’s or S&P or both shall not make a rating on the Notes publicly available, an equivalent rating from a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company that shall be substituted for Moody’s or S&P or both.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (including Guarantees), advances, capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or disposed of. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person.

“Issue Date” means the date of original issuance of the Notes under the Indenture.

“joint venture” means any Person, a portion of the Equity Interests of which are owned, directly or indirectly, by the Company or any Restricted Subsidiary and a portion of the Equity Interests of which are owned by others.

“Legal Defeasance” shall have the meaning set forth under “—Legal Defeasance and Covenant Defeasance.”

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized or required by law, regulation or executive order to remain closed.

“Leverage Ratio” means, with respect to any Person, at any date the ratio of (i) Consolidated Total Indebtedness less the aggregate amount of cash and Cash Equivalents of the Company and its Restricted Subsidiaries as of such date to (ii) Consolidated Cash Flow for such Person for the four fiscal quarters ended immediately prior to such date for which internal financial statements are available, with pro forma adjustments as set forth under the definition of “Fixed Charge Coverage Ratio.”

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction, but shall not include any operating lease or operating sale lease-back.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends, excluding, however:

(1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any sale of assets outside the ordinary course of business of such Person; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries;

(2) any extraordinary, unusual or non-recurring gain or loss, together with any related provision for taxes on such extraordinary or non-recurring gain or loss;

(3) any restructuring charges; and

55

(4) any asset impairment charges, including any “lower-of-cash-or-market value” inventory write-down and any amortization of intangibles as a result of the application of purchase accounting, and any non-cash compensation expense.

“Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of Indebtedness or other liabilities secured by a Lien on the asset or assets that were the subject of such Asset Sale or required to be paid as a result of such sale, (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, (5) in the case of any Asset Sale by a Restricted Subsidiary of the Company, payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by the Company or any Restricted Subsidiary thereof) and (6) appropriate amounts to be provided by the Company or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in accordance with GAAP; provided that (a) excess amounts set aside for payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in full or the statute of limitations therefor has expired and (b) amounts initially held in reserve pursuant to clause (6) no longer so held, will, in the case of each of subclause (a) and (b), at that time become Net Proceeds.

“Non-Recourse Debt” means Indebtedness, with respect to which the lenders will not have any recourse to the assets (other than (a) the Equity Interests of an Unrestricted Subsidiary or joint venture pledged by the Company or any Restricted Subsidiary to secure debt of that Unrestricted Subsidiary or joint venture or (b) against any Restricted Subsidiary of the Company that has no assets other than its ownership of such Equity Interests) of the Company or any of its Restricted Subsidiaries.

For purposes of determining compliance with the covenant described under “—Certain Covenants—Incurrence of Indebtedness” above, in the event that any Non-Recourse Debt ceases to be Non-Recourse Debt, such event will be deemed to constitute an incurrence of Indebtedness by the applicable Restricted Subsidiary or the Company.

“Note Guarantee” means a Guarantee of the Notes pursuant to the Indenture.

“Notes Obligations” means Obligations under the Indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by at least two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of the Indenture.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or an employee of the Company) that meets the requirements of the Indenture.

“Pari Passu Indebtedness” means: (1) with respect to the Company, the Notes and any Indebtedness which ranks pari passu in right of payment to the Notes; and (2) with respect to any Guarantor, its Note Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor’s Note Guarantee.

“Participants” shall have the meaning set forth under “—Depository Procedures.”

56

“Payment Default” shall have the meaning set forth under “—Events of Default and Remedies.”

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with the covenant described under “Repurchase at the Option of Holders—Asset Sales.”

“Permitted Business” means any business conducted or proposed to be conducted (as described in the offering memorandum for the old Notes) by the Company and its Restricted Subsidiaries on the Issue Date and other businesses reasonably related or ancillary thereto.

“Permitted Holder” means each of Paul L. Foster, Jeff A. Stevens, Scott D. Weaver and Ralph A. Schmidt and their respective immediate family members (as defined by the National Association of Security Dealers Automatic Quotation system listing requirements) or the spouses and former spouses (including widows and widowers), heirs or lineal descendants of any of the foregoing; (2) Franklin Mountain Investments Limited Partnership; and (3) any Affiliate of the foregoing.

“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary of the Company;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale or Permitted Asset Swap that was made pursuant to and in compliance with, or in connection with a disposition of assets exempt from, the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales;”

(5) Hedging Obligations that are otherwise permitted under the indenture;

(6) stock, obligations or securities received in satisfaction of claims or judgments, in compromise or settlement of debts created in the ordinary course of business, or by reason of a composition or readjustment of debts or reorganization of another Person;

(7) stock, obligations or securities received in satisfaction of judgments;

(8) Investments made in exchange for Equity Interests (other than Disqualified Stock) of the Company;

(9) advances or other loans to customers or suppliers in the ordinary course of business and endorsements for collection or deposit arising in the ordinary course of business;

(10) commission, payroll, travel and similar advances to officers and employees of the Company or any of its Restricted Subsidiaries that are expected at the time of such advance ultimately to be recorded as an expense in conformity with GAAP;

(11) other Investments in any Person in an aggregate amount (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made in reliance on this clause that are at the time outstanding, not to exceed the greater of (i) $100.0 million and (ii) 2.5% of Total Assets (net of, with respect to the Investment in any particular Person, the cash return thereon received after the Issue Date as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization, not to exceed the amount of Investments in such Person made

57

after the Issue Date in reliance on this clause); provided, however, that if any Investment pursuant to this clause is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause for so long as such Person continues to be a Restricted Subsidiary;

(12) Investments in Unrestricted Subsidiaries and joint ventures (a) in an aggregate amount, taken together with all other Investments made in reliance on this clause that are at the time outstanding, not to exceed the greater of $50.0 million and (ii) 1.25% of Total Assets, at the time of Investment (net of, with respect to the Investment in any particular Person, the cash return thereon received after the Issue Date as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization, not to exceed the amount of Investments in such Person made after the Issue Date in reliance on this clause); provided, however, that if any Investment pursuant to this clause is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause for so long as such Person continues to be a Restricted Subsidiary or (b) constituting a pledge of Equity Interests in such joint venture or Unrestricted Subsidiary to secure any Indebtedness of such joint venture or Unrestricted Subsidiary;

(13) Investments arising as a result of any Permitted Receivables Financing;

(14) any Guarantee permitted to be incurred under the covenant described under the caption “Certain Covenants—Incurrence of Indebtedness”; and

(15) any transaction to the extent constituting an Investment that is permitted by and made in accordance with the second paragraph of the covenant described under the caption “Certain Covenants—Transactions with Affiliates” (except for transactions permitted solely pursuant to clauses (3), (7), or 11 thereof).

“Permitted Liens” means:

(1) Liens on the assets of the Company and any Restricted Subsidiary securing (a) Indebtedness Incurred under clause (1) of the second paragraph of the covenant described under the caption “Certain Covenants—Incurrence of Indebtedness” and securing any other Obligations owed to the lenders under such Indebtedness and Hedging Obligations and cash management obligations to Persons that are (or were at the time of entry into the arrangement) lenders or Affiliates of lenders under such Indebtedness and (b) any other Indebtedness permitted to be incurred under the Indenture; provided that in the case of this clause (b), on a pro forma basis after giving effect thereto, the Secured Leverage Ratio would be no greater than 1.25:1;

(2) Liens in favor of the Company or any Restricted Subsidiary;

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property acquired thereafter of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition and securing the obligations to which the original Liens relate);

(4) Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by the Company or the Restricted Subsidiary (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property acquired thereafter of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition and securing the obligations to which the original Liens relate);

(5) Liens securing Indebtedness in a principal amount not to exceed $200.0 million plus 30% of the aggregate book value (before depreciation) of property plant and equipment acquired by the Company and its Restricted Subsidiaries after the Issue Date at any one time outstanding (measured at the time of incurrence) and securing Obligations in respect thereof;

58

(6) Liens on the assets of the Company and any Restricted Subsidiary securing Indebtedness Incurred under clauses, (11), (13), (18) or 19(b) of the second paragraph of the covenant described under the caption “Certain Covenants—Incurrence of Indebtedness” and Obligations in respect thereof (and Liens securing Guarantees of any such Indebtedness);

(7) Liens existing on the Issue Date (other than any Liens securing Indebtedness Incurred under clause (1) of the covenant described under the caption “Certain Covenants— Incurrence of Indebtedness);

(8) Liens securing Permitted Refinancing Indebtedness secured by Liens referred to in clauses (1)(b), (3), (4), (7) or (10); provided that such Liens do not extend to any property or assets other than the property or assets that secure the Indebtedness being refinanced (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property acquired thereafter of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition and securing the obligations to which the original Liens relate);

(9) Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that (a) the Incurrence of such Indebtedness was not prohibited by the Indenture and (b) such defeasance or satisfaction and discharge is not prohibited by the Indenture;

(10) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness” and Obligations in respect thereof and Liens to secure any other Indebtedness permitted to be incurred under such covenant which Indebtedness is incurred to finance the acquisition, construction or improvement of any asset; provided that any such Lien (i) covers only the assets acquired, constructed or improved with such Indebtedness and (ii) is created within 365 days of such acquisition, construction or improvement;

(11) Liens (a) securing Hedging Obligations of the Company or any of its Restricted Subsidiaries that are permitted to be Incurred under the Indenture, or (b) securing letters of credit that support such Hedging Obligations;

(12) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other social security obligations;

(13) Lien, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, letters of credit (or reimbursement obligations in respect thereof) or other similar obligations arising in the ordinary course of business;

(14) survey exceptions, encumbrances, easements or reservations of, or rights of other for, rights of way, zoning or other restrictions as to the use of properties, and defects in title which, in the case of any of the foregoing, were not incurred or created to secure the payment of Indebtedness, and which in the aggregate do no materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by the Company or any of its Restricted Subsidiaries;

(15) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(16) Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens, deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations;

(17) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Company or any Subsidiary thereof on deposit with or in possession of such bank;

59

(18) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense (other than any property that is the subject of a Sale Leaseback Transaction);

(19) Liens for taxes, assessments and governmental charges not yet delinquent or being contested in good faith and for which adequate reserves have been established to the extent required by GAAP;

(20) Mechanics’, workmen’s, materialmen’s, operator’s or similar Liens arising in the ordinary course of business for sums not yet delinquent, which are not overdue for a period of more than 30 days or being contested in good faith by appropriate action;

(21) Liens in connection with workmen’s compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are being contested in good faith by appropriate action;

(22) Liens on, or related to, properties to secure all or part of the costs incurred in the ordinary course of business of exploration, drilling, development or operation thereof;

(23) Liens on pipeline or pipeline facilities which arise out of operation of law;

(24) Liens reserved in oil and gas mineral leases for bonus or rental payments and for compliance with the terms of such leases, and Liens arising under partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, purchase, exchange, transportation or processing of oil, gas or other hydrocarbons, unitization and pooling declarations and agreements, development agreements, operating agreements, area of mutual interest agreements, and other agreements which are customary in any Permitted Business;

(25) Liens arising from precautionary UCC financing statements regarding operating leases or consignments and “protective” Liens granted in connection with sales permitted hereunder that are intended to be “true sales”, or bailment, storage or similar arrangements in which a counterparty holds title to the assets that are the subject of such transaction, including liens granted by the Company or a Restricted Subsidiary to the counterparty in a Structured Hydrocarbon Supply Arrangement, which Liens are intended to protect such counterparty in the event that such transaction is recharacterized as a secured financing and attach only to the assets that are subject of such transaction;

(26) Liens of franchisors in the ordinary course of business not securing Indebtedness;

(27) Liens incurred in the ordinary course of business not in the aggregate materially detracting from the value of the properties or their use in the operation of the business of the Company and its Restricted Subsidiaries;

(28) Liens on the assets of any non-Guarantor Restricted Subsidiary securing Indebtedness or other obligations of such subsidiaries that were permitted by the terms of the Indenture to be incurred;

(29) Liens arising under any Permitted Receivables Financing;

(30) the interests of E.I. DuPont de Nemours and Company (“DuPont”) under the Ground Lease between DuPont (executed by DuPont on June 29, 2005) and Western Refining Company, L.P. (executed by Western Refining Company, L.P. on June 27, 2005);

(31) Liens on the Equity Interests of Unrestricted Subsidiaries or joint ventures; and

(32) Liens on metals and the right to receive metals arising out of a sale-leaseback of a catalyst necessary or useful for the operation of refinery assets of the Company and its Restricted Subsidiaries, securing obligations of the Company or a Restricted Subsidiary in respect of such saleleaseback transaction, provided that such Liens do not encumber any assets other than the catalyst and the related metals and proceeds of the foregoing.

“Permitted Receivables Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary purchases or otherwise acquires accounts receivable of the Company or any Restricted Subsidiaries and enters into a third party financing thereof on terms that the Board of Directors has concluded are customary and market terms fair to the Company and its Restricted Subsidiaries.

60

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the amount of such Permitted Refinancing Indebtedness does not exceed the amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued and unpaid interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of the Notes and is subordinated in right of payment to the Notes or the Note Guarantees, as applicable, on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4) such Indebtedness is Incurred by either (a) the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or (b) the Company or a Guarantor.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation; provided that common units of an MLP shall not constitute Preferred Stock due to the existence of subordinated units.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Permitted Business including Equity Interests of any Person that (a) is (or is expected to become) an MLP or (b) is or will become a Restricted Subsidiary of the Company and, in each case, is engaged, directly or indirectly, in a Permitted Business.

“Replacement Assets” means (1) assets that will be used or useful in a Permitted Business or (2) Equity Interests of any Person engaged, directly or indirectly, in a Permitted Business that (a) is (or is expected to become) an MLP or (b) is or will become a Restricted Subsidiary of the Company.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Payments” shall have the meaning set forth under “—Certain Covenants— Restricted Payments.”

“Restricted Period” shall have the meaning set forth under “—Book-Entry, Delivery and Form.”

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

“Revolving Credit Agreement” means that certain Amended and Restated Revolving Credit Agreement, dated as of September 22, 2011, by and among the Company, as borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer and the other lenders named therein providing for up to $1,000 million in revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time, regardless of whether such amendment, restatement, modification, renewal, refunding, replacement or refinancing is with the same financial institutions or otherwise.

61

“Secured Leverage Ratio” means, with respect to any Person, at any date the ratio of (i) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries (but only to the extent secured by Liens on any assets of the Company or any Guarantor as of such date to (ii) Consolidated Cash Flow for such Person for the four fiscal quarters ended immediately prior to such date for which internal financial statements are available, with pro forma adjustments as set forth under the definition of “Fixed Charge Coverage Ratio.”

“Securitization Subsidiary” means a Subsidiary of the Company

(1) that is designated a “Securitization Subsidiary” by the Board of Directors,

(2) that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

(3) no portion of the Indebtedness or any other obligation, contingent or otherwise, of which

(A) is Guaranteed by the Company or any Restricted Subsidiary of the Company,

(B) is recourse to or obligates the Company or any Restricted Subsidiary of the Company in any way, or

(C) subjects any property or asset of the Company or any Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof,

(4) with respect to which neither the Company nor any Restricted Subsidiary of the Company (other than an Unrestricted Subsidiary) has any obligation to maintain or preserve such its financial condition or cause it to achieve certain levels of operating results

other than, in respect of clauses (3) and (4), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

“Significant Subsidiary” means any Restricted Subsidiary that would constitute a “significant subsidiary” within the meaning of Rule 1-02(w)(1) or (2) of Regulation S-X of the Securities Act.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Structured Hydrocarbon Supply Arrangement” means a transaction or series of transactions entered into by the Company or a Restricted Subsidiary in the ordinary course of business pursuant to which one or more third parties supplies, or agrees to supply, to the Company and its Restricted Subsidiaries Hydrocarbons of a type that, at the time of such supply, are used or produced in the ordinary course of business of the Company and its Restricted Subsidiaries, including, without limitation, such transactions that include sales by the Company and its Restricted Subsidiaries of similar Hydrocarbons to such third parties and later purchases (or options to purchase) by the Company or such Restricted Subsidiaries of similar Hydrocarbons from such third parties and/or their affiliates and such transactions that include the provision by the Company or its Restricted Subsidiaries to such third parties of related storage and other related services or the leasing by the Company and its Restricted Subsidiaries of related storage facilities.

“Subordinated Indebtedness” means:

(1) any Indebtedness of the Company which is by its terms subordinated in right of payment to the Notes; and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

62

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

“Total Assets” means (i) in the case of the Company, the total consolidated assets of the Company and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Company provided to the Trustee pursuant to “Certain Covenants—Reports” and (ii) in the case of any Person or Persons, the total combined or consolidated assets of such Person or Persons, as of the end of the most recent fiscal quarter, (in each case determined on a pro forma basis to give effect to any acquisition or disposition of assets made after such balance sheet date and on or prior to the date of determination).

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the date fixed for prepayment (or, if such Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the then remaining term of the Notes to April 1, 2017; provided, however, that if the then remaining term of the Notes to April 1, 2017 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate will be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the then remaining term of the Notes to April 1, 2017 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” shall have the meaning set forth under the first paragraph of this description of Notes.

“Trust Indenture Act” shall have the meaning set forth under the first paragraph of this description of Notes.

“Unrestricted Subsidiary” means (i) any Securitization Subsidiary and (ii) any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with the covenant described under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” and any Subsidiary of such Subsidiary.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is ordinarily entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned” means with respect to any Restricted Subsidiary, a Restricted Subsidiary all of the outstanding Capital Stock of which (other than any director’s qualifying shares) is owned by the Company and one or more Wholly Owned Restricted Subsidiaries (or a combination thereof).

63

THE EXCHANGE OFFER

In a registration rights agreement between the Issuer, the guarantors named therein and the initial purchasers of the old Notes, we agreed to use commercially reasonable efforts to:

(1) file with the SEC a registration statement, with respect to the exchange offer to the holders of the old Notes, to issue and deliver to such holders the new Notes in exchange for the old Notes, with terms substantially the same as of the old Notes but registered under the Securities Act;

(2) cause the registration statement to become effective under the Securities Act within 365 days after the issue date of the old Notes and keep the registration statement effective for not less than 20 business days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders of the old Notes; and

(3) issue on or prior to 30 business days, after the registration statement is declared effective by the SEC, the new Notes and related guarantees thereof (such 30^th business day being the “Consummation Deadline”).

Additional interest with respect to the old Notes shall be assessed if a Registration Default (as defined below) occurs. With respect to the first 90-day period immediately following the occurrence of the first Registration Default, additional interest shall accrue on the old Notes at a rate of 0.25% per annum. The additional interest rate will increase by an additional 25 basis points with respect to each subsequent 90-day period to but excluding the date that such Registration default shall have been cured, up to a maximum rate of additional interest for all Registration Defaults equal to 0.75% per annum. So long as a Registration Default shall occur and be continuing, additional interest will accrue and be payable with respect to the aggregate principal amount of all the old Notes then outstanding as well as all other notes then outstanding that bear the same CUSIP number as the old Notes, if any. Additional interest may not accrue pursuant to more than one occasions as described below at any one time. Following the cure of a Registration Default, the accrual of additional interest will cease with respect to that Registration Default.

A “Registration Default” occurs (i) if by the 365^th day after March 25, 2013, the registration statement has not been declared effective by the SEC; (ii) if the exchange offer is not consummated on or prior to the Consummation Deadline; (iii) if the Company is obligated to use all commercially reasonable efforts to file a shelf registration statement and the Company fails to file the shelf registration statement with the SEC on or prior to the 90th day after such filing obligation arises; (iv) if the Company is obligated to use all commercially reasonable efforts to file a shelf registration statement and the shelf registration statement is not declared effective by the SEC on or prior to the 365^th day after the obligation to file a shelf registration statement arises; or (v) if after either the exchange offer registration statement or the shelf registration statement is declared (or becomes automatically) effective (A) such registration statement thereafter ceases to be effective; or (B) such registration statement or the related prospectus ceases to be usable during the periods specified in the registration rights agreement.

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old Notes in any jurisdiction in which the exchange offer or acceptance of the exchange offer would violate the securities or blue sky laws of that jurisdiction.

Terms of the Exchange Offer; Period for Tendering Old Notes

This prospectus and the accompanying letter of transmittal contain the terms and conditions of the exchange offer. Upon the terms and subject to the conditions included in this prospectus and in the accompanying letter of transmittal, which together are the exchange offer, we will accept for exchange old Notes which are properly tendered on or prior to the expiration date, unless you have previously withdrawn them.

• When you tender to us old Notes as provided below, our acceptance of the old Notes will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus and in the accompanying letter of transmittal.

• For each $2,000 principal amount of old Notes (and $1,000 principal amount of old Notes in excess thereof) surrendered to us in the exchange offer, we will give you $2,000 principal amount of new Notes (and $1,000 principal amount of new Notes in excess thereof). Outstanding notes may only be tendered in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

64

• We will keep the exchange offer open for not less than 20 business days, or longer if required by applicable law, after the date that we first mail notice of the exchange offer to the holders of the old Notes. For example, Exchange Act Rule

14e-1(b) requires a tender offer to remain open for at least ten business days from the date we first mail notice of certain specified changes, including any increase or decrease in the percentage of securities sought or the consideration being offered. In certain circumstances, we may be required by law to extend the offer period following notice of a material change or waiver of a material condition so that at least five business days remain in the offer. We are sending this prospectus, together with the letter of transmittal, on or about the date of this prospectus to all of the registered holders of old Notes at their addresses listed in the trustee’s security register with respect to the old Notes.

• The exchange offer expires at 5:00 p.m., New York City time, on             , 2013; provided, however, that we, in our sole discretion, may extend the period of time for which the exchange offer is open. The term “expiration date” means             , 2013 or, if extended by us, the latest time and date to which the exchange offer is extended.

• As of the date of this prospectus, $350,000,000 in aggregate principal amount of the old Notes were outstanding. The exchange offer is not conditioned upon any minimum principal amount of old Notes being tendered.

• Our obligation to accept old Notes for exchange in the exchange offer is subject to the conditions that we describe in the section called “Conditions to the Exchange Offer” below.

• We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any old Notes, by giving oral or written notice of an extension to the exchange agent and notice of that extension to the holders as described below. During any extension, all old Notes previously tendered will remain subject to the exchange offer unless withdrawal rights are exercised. Any old Notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly following the expiration or termination of the exchange offer.

• We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old Notes that we have not yet accepted for exchange, if any of the conditions of the exchange offer specified below under “Conditions to the Exchange Offer” are not satisfied. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change.

• We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the old Notes promptly. If we extend the expiration date, we will give notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to Business Wire.

• Holders of old Notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

• Old Notes which are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture, but will not be entitled to any further registration rights under the registration rights agreement.

• We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

• By executing, or otherwise becoming bound by, the letter of transmittal, you will be making the representations described below to us. See “—Resale of the New Notes” below.

65

Important rules concerning the exchange offer

You should note that:

• All questions as to the validity, form, eligibility, time of receipt and acceptance of old Notes tendered for exchange will be determined by us in our sole discretion, which determination shall be final and binding.

• We reserve the absolute right to reject any and all tenders of any particular old Notes not properly tendered or to not accept any particular old Notes which acceptance might, in our judgment or the judgment of our counsel, be unlawful.

• We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old Notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender old Notes in the exchange offer. Unless we agree to waive any defect or irregularity in connection with the tender of old Notes for exchange, you must cure any defect or irregularity within any reasonable period of time as we shall determine.

• Our interpretation of the terms and conditions of the exchange offer as to any particular old Notes either before or after the expiration date shall be final and binding on all parties.

• Neither the Issuer, the Guarantors, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of old Notes for exchange, nor shall any of them incur any liability for failure to give any notification.

Procedures for Tendering Old Notes

What to submit and how

If you, as the registered holder of an old Note, wish to tender your old Notes for exchange in the exchange offer, you must transmit a properly completed and duly executed letter of transmittal to U.S. Bank National Association at the address set forth below under “Exchange Agent” on or prior to the expiration date.

In addition,

(1) certificates for old Notes must be received by the exchange agent along with the letter of transmittal, or

(2) a timely confirmation of a book-entry transfer of old Notes, if such procedure is available, into the exchange agent’s account at DTC using the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date.

The method of delivery of old Notes and letters of transmittal is at your election and risk. If delivery is by mail, we recommend that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No letters of transmittal or old Notes should be sent to the Issuer or the Guarantors.

How to sign your letter of transmittal and other documents

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old Notes being surrendered for exchange are tendered:

(1) by a registered holder of the old Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

(2) for the account of an eligible institution.

If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be by any of the following eligible institutions:

• a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc.; or

66

• a commercial bank or trust company having an office or correspondent in the United States.

If the letter of transmittal is signed by a person or persons other than the registered holder or holders of old Notes, the old Notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders that appear on the old Notes and with the signature guaranteed.

If the letter of transmittal or any old Notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or representative capacity, the person should so indicate when signing and, unless waived by us, proper evidence satisfactory to us of its authority to so act must be submitted.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Once all of the conditions to the exchange offer are satisfied or waived, we will accept, promptly after the expiration date, all old Notes properly tendered and will issue the new Notes promptly after the expiration of the exchange offer. See “Conditions to the Exchange Offer” below. For purposes of the exchange offer, our giving of oral or written notice of our acceptance to the exchange agent will be considered our acceptance of the exchange offer.

In all cases, we will issue new Notes in exchange for old Notes that are accepted for exchange only after timely receipt by the exchange agent of:

• certificates for old Notes, or

• a timely book-entry confirmation of transfer of old Notes into the exchange agent’s account at DTC using the book-entry transfer procedures described below, and

• a properly completed and duly executed letter of transmittal.

If we do not accept any tendered old Notes for any reason included in the terms and conditions of the exchange offer or if you submit certificates representing old Notes in a greater principal amount than you wish to exchange, we will return any unaccepted or non-exchanged old Notes without expense to the tendering holder or, in the case of old Notes tendered by book-entry transfer into the exchange agent’s account at DTC using the book-entry transfer procedures described below, non-exchanged old Notes will be credited to an account maintained with DTC promptly following the expiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the old Notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of old Notes by causing DTC to transfer old Notes into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program procedures for transfer. However, the exchange for the old Notes so tendered will only be made after timely confirmation of book-entry transfer of old Notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message, transmitted by DTC and received by the exchange agent and forming a part of a book-entry confirmation. The agent’s message must state that DTC has received an express acknowledgment from the participant tendering old Notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce the agreement against that participant.

Although delivery of old Notes may be effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal, or a facsimile copy, properly completed and duly executed, with any required signature guarantees, must in any case be delivered to and received by the exchange agent at its address listed under “—Exchange Agent” on or prior to the expiration date.

If your old Notes are held through DTC, you must complete a form called “instructions to registered holder and/or book-entry participant,” which will instruct the DTC participant through whom you hold your Notes of your intention to tender your old Notes or not tender your old Notes. Please note that delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent and we will not be able to accept your tender of securities until the exchange agent receives a letter of transmittal and a book-entry confirmation from DTC with respect to your Notes. A copy of that form is available from the exchange agent.

67

Withdrawal Rights

You can withdraw your tender of old Notes at any time on or prior to the expiration date.

For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses listed below under “Exchange Agent.” Any notice of withdrawal must specify:

• the name of the person having tendered the old Notes to be withdrawn;

• the old Notes to be withdrawn;

• the principal amount of the old Notes to be withdrawn;

• if certificates for old Notes have been delivered to the exchange agent, the name in which the old Notes are registered, if different from that of the withdrawing holder;

• if certificates for old Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of those certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible institution; and

• if old Notes have been tendered using the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old Notes and otherwise comply with the procedures of that facility.

Please note that all questions as to the validity, form, eligibility and time of receipt of notices of withdrawal will be determined by us, and our determination shall be final and binding on all parties. Any old Notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the exchange offer.

If you have properly withdrawn old Notes and wish to re-tender them, you may do so by following one of the procedures described under “Procedures for Tendering Old Notes” above at any time on or prior to the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or to issue new Notes in exchange for, any old Notes and may terminate or amend the exchange offer, if at any time before the acceptance of old Notes for exchange or the exchange of the new Notes for old Notes, that acceptance or issuance would violate applicable law or any interpretation of the staff of the SEC.

That condition is for our sole benefit and may be asserted by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. Our rights described in the prior paragraph are ongoing rights which we may assert at any time and from time to time.

In addition, we will not accept for exchange any old Notes tendered, and no new Notes will be issued in exchange for any old Notes, if at that time any stop order shall be threatened or in effect with respect to the exchange offer to which this prospectus relates or the qualification of the indenture under the Trust Indenture Act.

Exchange Agent

U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent, addressed as follows:

68

Deliver To:

By First Class Mail:
U. S. Bank National Association
Attn: Specialized Finance
60 Livingston Avenue – EP-MN-WS2N
St. Paul, MN 55107-2292 By Courier or Overnight Delivery:
U. S. Bank National Association
Attn: Specialized Finance
111 Fillmore Avenue
St. Paul, MN 55107-1402

Phone: 800-934-6802

Fax: 651-466-7372

Email: cts.specfinance@usbank.com

Delivery to an address other than as listed above or transmission of instructions via facsimile other than as listed above does not constitute a valid delivery.

69

Fees and Expenses

The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telephone or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any of our officers and employees who engage in soliciting tenders. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer.

The estimated cash expenses to be incurred in connection with the exchange offer, including legal, accounting, SEC filing, printing and exchange agent expenses, will be paid by us and are estimated in the aggregate to be $325,000.

Transfer Taxes

Holders who tender their old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register new Notes in the name of, or request that old Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

Resale of the New Notes

Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the new Notes would in general be freely transferable after the exchange offer without further registration under the Securities Act. The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which was made available by the SEC on May 13, 1988, and the Morgan Stanley & Co. Incorporated letter, made available on June 5, 1991.

However, any purchaser of old Notes who is an “affiliate” of the Issuer or any Guarantor or who intends to participate in the exchange offer for the purpose of distributing the new Notes

(1) will not be able to rely on the interpretation of the staff of the SEC;

(2) will not be able to tender its old Notes in the exchange offer; and

(3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the securities unless that sale or transfer is made using an exemption from those requirements.

By executing, or otherwise becoming bound by, the Letter of Transmittal each holder of the old Notes will represent that:

(1) it is not our “affiliate;”

(2) any new Notes to be received by it were acquired in the ordinary course of its business; and

(3) it has no arrangement or understanding with any person to participate, and is not engaged in and does not intend to engage, in the “distribution,” within the meaning of the Securities Act, of the new Notes.

In addition, in connection with any resales of new Notes, any broker-dealer participating in the exchange offer who acquired securities for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position in the Shearman & Sterling no-action letter, which it made available on July 2, 1993, that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the new Notes, other than a resale of an unsold allotment from the original sale of the old Notes, with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use this prospectus as it may be amended or supplemented from time to time, in connection with the resale of new Notes.

70

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER

The exchange of old Notes for new Notes in the exchange offer will not result in a taxable event for U.S. federal income tax purposes. Accordingly, you will not recognize any income, gain or loss as a result of exchanging your old Notes for new Notes in the exchange offer. When you exchange an old Note for a new Note in the exchange offer, you will have the same adjusted basis and holding period in the new Note as you had in the old Note immediately before the exchange.

PLAN OF DISTRIBUTION

Each broker-dealer that receives new Notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new Notes received in exchange for old Notes where old Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any resale of new Notes received by it in exchange for old Notes.

We will not receive any proceeds from any sale of new Notes by broker-dealers.

New Notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions

• in the over-the-counter market;

• in negotiated transactions;

• through the writing of options on the new Notes; or

• a combination of those methods of resale,

at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices.

Any resale may be made

• directly to purchasers; or

• to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any new Notes.

Any broker-dealer that resells new Notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of those new Notes may be considered to be an “underwriter” within the meaning of the Securities Act. Any profit on any resale of those new Notes and any commission or concessions received by any of those persons may be considered to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be considered to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to performance of or compliance by us with the exchange offer, including the expenses of one counsel for the holders of the securities, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities, including any broker-dealers, against some liabilities, including liabilities under the Securities Act.

71

VALIDITY OF SECURITIES

The validity of the new Notes and the related guarantees will be passed on for us by Davis Polk & Wardwell LLP, New York, New York, as to New York law. In passing on the validity of the guarantees, Davis Polk & Wardwell LLP relied upon the opinion of Snell & Wilmer L.L.P., Phoenix, Arizona, as to certain matters of Arizona law, Vinson & Elkins L.L.P., Houston, Texas, as to certain matters of Texas law, and Montgomery & Andrews, P.A., Santa Fe, New Mexico, as to certain matters of New Mexico law.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, and the effectiveness of Western Refining Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC, a registration statement on Form S-4 under the Securities Act with respect to our offering of the new Notes. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the company and the new Notes, reference is made to the registration statement and the exhibits and any schedules filed therewith and the documents incorporated herein by reference. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement and the documents incorporated herein by reference, including the exhibits and schedules thereto, may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is at http://www.sec.gov.

If for any reason we are not required to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, we are still required under the indenture to furnish the holders of the new Notes with the information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act to the extent provided in the indenture. See “Description of Notes—Certain Covenants—Reports.” In addition, we have agreed that, for so long as any Notes remain outstanding, we will furnish to the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered by Rule 144A(d)(4) under the Securities Act. We also maintain an Internet site at http://www.wnr.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

72

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Western Refining, Inc.

Western Refining Yorktown Holding Company

Western Refining Yorktown, Inc.

Giant Industries, Inc.

Each of Western Refining, Inc., Western Refining Yorktown Holding Company, Western Refining Yorktown, Inc. and Giant Industries, Inc. is a Delaware corporation (each, a “WNR Delaware Corporation”). Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) enables a corporation to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of the director’s fiduciary duty, except:

• for any breach of the director’s duty of loyalty to the corporation or its stockholders;

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions); or

• for any transaction from which the director derived an improper personal benefit.

In accordance with Section 102(b)(7) of the DGCL, the certificate of incorporation of each WNR Delaware Corporation generally includes a provision eliminating, to the fullest extent permitted by the DGCL, the liability of the directors to such corporation or its stockholders for monetary damages for breach of fiduciary as director.

Section 145(a) of the DGCL empowers a corporation to indemnify any present or former director, officer, employee or agent of the corporation, or any individual serving at the corporation’s request as a director, officer, employee or agent of another organization, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding provided that such director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, provided further that such director, officer, employee or agent had no reasonable cause to believe his or her conduct was unlawful.

The DGCL provides that the indemnification described above shall not be deemed exclusive of any other indemnification that may be granted by a corporation pursuant to its bylaws, disinterested directors’ vote, stockholders’ vote, agreement or otherwise.

The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above.

II-1

The Bylaws of Western Refining, Inc. provide indemnification for any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the company) by reason of the fact that such person is or was a director or officer of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The Bylaws also provide indemnification for any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. In addition, expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding may be required by the board of directors to be paid (upon such terms and conditions, if any, as the board of directors deems appropriate) by the company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the company as authorized in the Bylaws.

In addition to the provisions of the Articles of Incorporation and Bylaws of Western Refining, Inc., Western Refining, Inc. has entered into indemnification agreements with all of its present and former directors and officers, to hold harmless and indemnify these persons, to the fullest extent authorized or permitted by law, against expenses, including, any judgments, fines and penalties against such persons in connection with proceedings, amounts paid by such persons in settlement of a proceeding, and all attorneys’ fees and disbursements, accountants’ fees, private investigation fees and disbursements, retainers, court costs, fees of experts, fees and expenses of witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements, or expenses, reasonably incurred by or for such persons in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in a proceeding or establishing such persons’ right of entitlement to indemnification for any of the foregoing. The agreements also agree to hold harmless and indemnify these persons against expenses incurred by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise, including, without limitation, any predecessor, subsidiary or affiliated entity of the Corporation, but only if such person acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation. In the case of a criminal proceeding, such persons must have had no reasonable cause to believe that his conduct was unlawful.

Additionally, Western Refining, Inc. has purchased directors’ and officers’ liability insurance for the benefit of its directors and officers.

II-2

The bylaws of each of Western Refining Yorktown, Inc. and Western Refining Yorktown, Inc. provide that the corporation shall indemnify, defend and hold harmless any officer or director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent (including a manager) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, against all expenses (including attorneys’ fees), costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Bylaws also provide that the corporation shall indemnify, defend and hold harmless any officer or director who is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent (including a manager) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, against all expenses (including attorneys’ fees), costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper. In addition, all expenses (including attorneys’ fees), costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by an officer or director in connection with the defense or settlement of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any threatened or pending action, suit or proceeding by or in the right of the corporation to procure a judgment in its favor), by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent (including a manager) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be paid by the corporation to or on behalf of officer or director in advance of the final disposition of such action, suit or proceeding, based on written requests for payment submitted from time to time by such person to the corporation; provided that as a condition to any such advance, there shall first be delivered to the corporation an undertaking by or on behalf of such person to repay the amounts advanced in accordance with the Bylaws.

The Bylaws of Giant Industries, Inc. provides that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Bylaws also provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he

II-3

reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. In addition, the Bylaws provide that expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding may be required by the board of directors to be paid (upon such terms and conditions, if any, as the board of directors deems appropriate) by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation.

Ascarate Group LLC

Western Refining GP, LLC

Western Refining LP, LLC

York River Fuels, LLC

Each of Ascarate Group LLC, Western Refining GP, LLC, Western Refining LP, LLC and York River Fuels, LLC is a Delaware limited liability company (each, a “WNR Delaware LLC”).

Section 18-108 of the Delaware Limited Liability Company Act states that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Section 6 of the Limited Liability Company Agreement of Ascarate Group LLC provides for indemnification and advance expenses to each member, officer, employee and agent to the fullest extent permitted by the concepts contained in Section 145 of DGCL, with the terms therein to be interpreted in the context of a limited liability company rather than a corporation.

The limited liability company agreement of each of Western Refining GP, LLC and Western Refining LP, LLC provides that, to the fullest extent permitted by applicable law, none of the member, the managers, the officers, the special members (as applicable), the independent managers (as applicable) or any officer, director, employee, agent or affiliate of the foregoing shall be liable to the company or any other person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such person. The limited liability company agreement of each of Western Refining GP, LLC and Western Refining LP, LLC also provides for indemnification, to the fullest extent permitted by applicable law, to each member, manager, officer, special member (as applicable), independent manager (as applicable) or officer, director, employee, agent or affiliate of the foregoing, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such person. In addition, to the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by such person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the company of an undertaking by or on behalf of the person to repay such amount if it shall be determined that such person is not entitled to be indemnified as authorized.

Section 6.1 of the Limited Liability Agreement of York River Fuels, LLC provides indemnification for any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including an action by or in the right of the company, whether civil, criminal, administrative or investigative (other than an action by or in the right of the company) by reason of the fact that such person is or was a member or officer of the company or is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against reasonable expenses (including but not limited to expenses of investigation and preparation and fees or disbursements of counsel, accountants or other experts),

II-4

judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Western Refining Company, L.P.

Western Refining Company, L.P. is a Delaware limited partnership. Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against any and all claims and demands whatsoever. Under its Second Amended and Restated Limited Partnership Agreement, the partnership shall indemnify the general partner to the fullest extent permitted by applicable law. The satisfaction of any indemnification and any saving harmless shall be from and limited to partnership assets, and no interest holder shall have any personal liability on account thereof.

Giant Four Corners, Inc.

Western Refining Southwest, Inc.

Western Refining Terminals, Inc.

Western Refining Wholesale, Inc.

Each of Giant Four Corners, Inc., Western Refining Southwest, Inc., Western Refining Terminals, Inc. and Western Refining Wholesale, Inc. is an Arizona corporation (each, a “WNR Arizona Corporation”).

Arizona Revised Statutes (“ARS”) § 10-202 provides that the articles of incorporation may set forth a provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages, and permitting or making obligatory indemnification of a director, for liability for any action taken or any failure to take any action as a director, except liability for any of the following: (1) the amount of a financial benefit received by a director to which the director is not entitled, (2) an intentional infliction of harm on the corporation or the shareholders, (3) an unlawful distribution and (4) an intentional violation of criminal law. In addition, under ARS § 10-202(B), a corporation’s articles of incorporation may indemnify a director for conduct for which broader indemnification has been made permissible or mandatory under other ARS provisions.

ARS § 10-850 defines a director as including an individual who is or was a director of a corporation or an individual while a director of a corporation is or was serving at the corporation’s request as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity.

ARS § 10-851 allows a corporation, in certain circumstances, to indemnify its directors against costs and expenses (including attorneys’ fees) reasonably incurred in connection with threatened, pending or completed civil, criminal, administrative or investigative actions, suits or proceedings, in which such persons were or are parties, or are threatened to be made parties, by reason of the fact that they were or are directors of the corporation, if such persons acted in good faith and either (1) in a manner they reasonably believed to be in the best interests of the corporation (if acting in an official capacity), or (2) in a manner they reasonably believed was at least not opposed to the corporation’s best interests (in all other cases). A corporation may indemnify its directors with respect to any criminal action or proceeding if, in addition to the above conditions being met, the individual had no reasonable cause to believe his or her conduct was unlawful. Directors may not be indemnified under ARS § 10-851 in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper financial benefit to the director in which the director was adjudged liable on the basis that financial benefit was improperly received by the director.

II-5

ARS § 10-852 provides for mandatory indemnification of directors in certain situations such that, unless limited by its articles of incorporation, a corporation shall indemnify a director who was the prevailing party, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. An officer of a corporation who is not a director is entitled to mandatory indemnification as a prevailing party under ARS § 10-852.

ARS § 10-856 provides that a corporation may indemnify its officers against costs and expenses (including attorneys’ fees) reasonably incurred in connection with threatened, pending or completed civil, criminal, administrative or investigative actions, suits or proceedings, in which such persons were or are parties, or are threatened to be made parties because the individual is or was an officer of the corporation to the same extent as a director. If the individual is an officer but not a director (or is both but is made a party to the proceeding solely because of an act or omission as an officer), a corporation may indemnify and advance expenses to the further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors or contract except for (1) liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding or (2) liability arising out of conduct that constitutes (a) receipt by the officer of a financial benefit to which the officer is not entitled, (b) an intentional infliction of harm on the corporation or the shareholders or (c) an intentional violation of criminal law.

ARS § 10-857 provides that a corporation may purchase and maintain insurance, including retrospectively rated and self-insured programs, on behalf of an individual who is or was a director or officer of the corporation or who, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under Arizona law.

The bylaws of each WNR Arizona Corporation (other than Western Refining Wholesale, Inc.) provide that to the extent permitted by Arizona law and any other applicable law, if any director, officer, employee or agent of the corporation is made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, and whether formal or informal, because such person is or was a director, officer, employee or agent of the corporation, as the case may be, the corporation: (i) may indemnify such person from and against any judgments, penalties, fines, amounts paid in settlement and reasonable expenses (including but not limited to expenses of investigation and preparation, and fees or disbursements of counsel, accountants or other experts) incurred by such person in such action, suit or proceeding; and (ii) may advance to such persons expenses incurred in such action, suit or proceeding. The articles of incorporation of each WNR Arizona Corporation (other than Western Refining Wholesale, Inc.) provide that no director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this shall not eliminate or limit the liability of a director for (i) any breach of the director’s duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) authorizing the unlawful payment of a dividend or other distribution on the corporation’s capital stock or the unlawful purchase of its capital stock; (iv) a violation of Arizona Revised Statutes Section regarding director conflicts of interest; or (v) any transaction from which the director derived an improper personal benefit. The articles of incorporation of Western Refining Wholesale, Inc. provide that the liability of a director to the corporation or its shareholders for any monetary damages for any action taken or any failure to take any action as a director shall be eliminated to the fullest extent permitted by Arizona law. In addition, the articles of incorporation of Western Refining Wholesale, Inc. provide that the corporation shall indemnify and advance expenses to any and all of its existing and former directors and officers to the fullest extent permitted by Arizona law.

Empire Oil Co.

Empire Oil Co. is a California corporation.

II-6

Section 204 of the California General Corporation Law allows a corporation, among other things, to eliminate or limit the personal liability of a director for monetary damages in an action brought by the corporation itself or by way of a derivative action brought by shareholders for breach of a director’s duties to the corporation and its shareholders. The provision may not eliminate or limit liability of directors for the following specified actions, however: (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law; (ii) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders, or that involve the absence of good faith on the part of the director; (iii) for any transaction from which a director derived an improper personal benefit; (iv) for acts or omissions that show a reckless disregard of the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders; (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders; (vi) for transactions between the corporation and a director, or between corporations having interrelated directors and (vii) for improper distributions and stock dividends, loans and guaranties. The provision does not apply to acts or omissions occurring before the date that the provision became effective and does not eliminate or limit the liability of an officer for an act or omission as an officer, regardless of whether that officer is also a director.

Section 317 of the California General Corporation Law gives a corporation the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding, whether threatened, pending, or completed, and whether civil, criminal, administrative or investigative, by reason of the fact that that person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. A corporation may indemnify such a person against expenses, judgments, fines, settlements and other amounts actually or reasonably incurred in connection with the proceeding, if that person acted in good faith, and in a manner that that person reasonably believed to be in the best interest of the corporation; and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. In an action by or in the right of the corporation, no indemnification may be made with respect to any claim, issue or matter (i) as to which the person shall have been adjudged to be liable to the corporation in the performance of that person’s duty to the corporation and its shareholders, unless and only to the extent that the court in which such proceeding was brought shall determine that, in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses; and (ii) which is settled or otherwise disposed of without court approval. To the extent that any such person has been successful on the merits in defense of any proceeding, or any claim, issue or matter therein, that person shall be indemnified against expenses actually and reasonably incurred in connection therewith. Indemnification is available only if authorized in the specific case by a majority of a quorum of disinterested directors, by independent legal counsel in a written opinion, by approval of the shareholders other than the person to be indemnified, or by the court. Expenses incurred by such a person may be advanced by the corporation before the final disposition of the proceeding upon receipt of an undertaking to repay the amount if it is ultimately determined that the person is not entitled to indemnification.

Section 317 of the California General Corporation Law further provides that a corporation may indemnify its officers and directors in excess of the statutory provisions if authorized by its articles of incorporation and that a corporation may purchase and maintain insurance on behalf of any officer, director, employee or agent against any liability asserted or incurred in his or her capacity, or arising out of his or her status with the corporation.

In Article V of the Amended and Restated Articles of Incorporation of Empire Oil Co., Empire Oil Co. is authorized to indemnify its agents as defined in Section 317 of the California General Corporation Law for a breach of duty to Empire Oil Co. and its shareholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted under Section 317, subject to the limits on such excess indemnification set forth in Section 204 of the California General Corporation Law. Article XI of Empire Oil Co.’s bylaws provides indemnification for each and every director and officer and each person who may at any time serve at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses

II-7

actually and reasonably incurred by each such director and officer in connection with the settlement or defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the corporation. The bylaws also specifically provide indemnification for each such director and officer from payment of any judgment, levy, or demand that might be granted against any such director or officer by virtue of his occupancy of said directorship or office growing out of any such action, suit, or proceeding.

Section 317 of the California General Corporation Law and Empire Oil Co.’s bylaws provide for the indemnification of officers, directors and other corporate agents in terms sufficiently broad to indemnify such persons, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, Empire Oil Co. has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Ciniza Production Company

Dial Oil Co.

Giant Stop-N-Go of New Mexico, Inc.

San Juan Refining Company

Western Refining Pipeline Company

Each of Ciniza Production Company, Dial Oil Co., Giant Stop-N-Go of New Mexico, Inc., San Juan Refining Company and Western Refining Pipeline Company is a New Mexico corporation (each, a “WNR New Mexico Corporation”).

Under Section 53-11-4.1 of New Mexico Business Corporation Act, a corporation shall have power to indemnify any person made a party to any proceeding by reason of the fact that the person is or was a director if: (i) the person acted in good faith; (ii) the person reasonably believed: (x) in the case of conduct in the person’s official capacity with the corporation, that the person’s conduct was in its best interests; and (y) in all other cases, that the person’s conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. Indemnification may be made against judgments, penalties, fines, settlements and reasonable expenses, actually incurred by the person in connection with the proceeding; except that if the proceeding was by or in the right of the corporation, indemnification may be made only against such reasonable expenses and shall not be made in respect of any proceeding in which the person shall have been adjudged to be liable to the corporation. However, a director shall not be indemnified in respect of any proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director shall have been adjudged to be liable on the basis that personal benefit was improperly received by the director. The indemnification authorized by Section 53-11-4.1 is not exclusive of any other rights to which an officer or director may be entitled under the articles of incorporation, the bylaws, an agreement, a resolution of shareholders or directors or otherwise.

Western Refining TRS I, LLC

Western Refining TRS II, LLC

Western Refining Texas Retail Services, LLC

Each of Western Refining TRS I, LLC, Western Refining TRS II, LLC and Western Refining Texas Retail Services, LLC is a Texas limited liability company (each, a “WNR Texas LLC”).

Section 101.402 of the Texas Business Organizations Code (the “TBOC”) permits a limited liability company to indemnify its members, managers and officers and assignees of membership interests in the company, to advance or reimburse expenses incurred by such persons and purchase, procure or establish and maintain insurance or another arrangement to indemnify or hold harmless such persons. The foregoing provisions may be waived or modified in the limited liability company’s company agreement.

II-8

The limited liability company agreement of each WNR Texas LLC provides for indemnification of each person who is or was a member or manager of the company for any act performed by any such person with respect to limited liability company matters. Each WNR Texas LLC will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including an action by or in the right of the limited liability company, whether civil, criminal, administrative or investigative (other than an action by or in the right of the limited liability company) by reason of the fact that such person is or was a member or manager of the limited liability company against reasonable expenses (including but not limited to expenses of investigation and preparation and fees or disbursements of counsel, accountants and other experts), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the limited liability company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was lawful. In any action by or in right of the limited liability company, no indemnification will be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the limited liability company unless and only to the extent that any court in which such action, suit or proceeding was brought has determined upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for any losses the court deems proper.

Any indemnification authorized by the applicable limited liability company agreement will be made by the limited liability company only as authorized in the specific case upon determination that the indemnification of the present or former member or manager is proper because such person has met the applicable standard of behavior set forth in the applicable limited liability company agreement, as determined by the member(s) holding a majority of the outstanding interests in the limited liability company, acting together and its or their sole discretion. Each WNR Texas LLC is permitted to purchase and maintain insurance on behalf of any person who is or was a member, manager or agent of the limited liability company, or is or was serving at the request of the limited liability company as a member, manager or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her in any capacity arising out of his or her status, whether or not the limited liability company would have the power to indemnify him or her against liability under the applicable limited liability company agreement.

The Registration Rights Agreement filed as Exhibit 4.11 to this Registration Statement provides for indemnification of directors and certain officers of the Issuer and the Guarantors by the holders of the Notes against certain liabilities.

II-9

Item 21. Exhibits and Financial Statement Schedules**

(a) The following exhibits are filed as part of this Registration Statement:

Exhibit No.	Document
2.1	Agreement and Plan of Merger, dated August 26, 2006, by and among Western Refining, Inc., New Acquisition Corporation and Giant Industries, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 28, 2006)
2.2	Amendment No. 1 to the Agreement and Plan of Merger, dated November 12, 2006, by and among Western Refining, Inc., New Acquisition Corporation and Giant Industries, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2006).
3.1	Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 24, 2006)
3.2	Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 24, 2006)
3.3*	Certificate of Formation of Ascarate Group LLC
3.4*	Limited Liability Company Agreement of Ascarate Group LLC
3.5*	Articles of Incorporation of Ciniza Production Company
3.6*	By-Laws of Ciniza Production Company
3.7*	Articles of Incorporation of Dial Oil Co.
3.8*	Amended and Restated By-Laws of Dial Oil Co.
3.9*	Amended and Restated Articles of Incorporation of Empire Oil Co.
3.10*	Amended and Restated Bylaws of Empire Oil Co.
3.11*	Articles of Incorporation of Giant Four Corners, Inc.
3.12*	Bylaws of Giant Four Corners, Inc.
3.13*	Restated Certificate of Incorporation of Giant Industries, Inc. (successor to New Acquisition Corporation)
3.14*	Bylaws of Giant Industries, Inc. (successor to New Acquisition Corporation)
3.15*	Articles of Incorporation of Giant Stop-N-Go Of New Mexico, Inc.
3.16*	By-Laws of Giant Stop-N-Go Of New Mexico, Inc.
3.17*	Articles of Incorporation of San Juan Refining Company
3.18*	Bylaws of San Juan Refining Company
3.19*	Amended Certificate of Limited Partnership of Western Refining Company, L.P. (formerly named Refinery Holding Company, L.P.)

II-10

3.20*	Second Amended and Restated Limited Partnership Agreement of Western Refining Company, L.P.
3.21*	Certificate of Formation of Western Refining GP, LLC
3.22*	Amended and Restated Limited Liability Company Agreement of Western Refining GP, LLC
3.23*	Certificate of Formation of Western Refining LP, LLC
3.24*	Limited Liability Company Agreement of Western Refining LP, LLC
3.25*	Amended Articles of Incorporation of Western Refining Pipeline Company (formerly named Giant Pipeline Company)
3.26*	By-Laws of Western Refining Pipeline Company (formerly named Giant Pipeline Company)
3.27*	Articles of Amendment to the Articles of Incorporation of Western Refining Southwest, Inc. (formerly named Giant Industries, Inc. and Giant Industries of Arizona, Inc. and successor to Giant Acquisition Corp.)
3.28*	By-laws of Western Refining Southwest, Inc. (successor to Giant Acquisition Corp.)
3.29*	Articles of Amendment to the Articles of Incorporation of Western Refining Terminals, Inc. (formerly named Giant Mid-Continent, Inc.)
3.30*	By-laws of Western Refining Terminals, Inc. (formerly named Giant Mid-Continent, Inc.)
3.31*	Certificate of Formation of Western Refining Texas Retail Services, LLC
3.32*	Limited Liability Company Agreement of Western Refining Texas Retail Services, LLC
3.33*	Certificate of Formation of Western Refining TRS I, LLC
3.34*	Limited Liability Company Agreement of Western Refining TRS I, LLC
3.35*	Certificate of Formation of Western Refining TRS II, LLC
3.36*	Limited Liability Company Agreement of Western Refining TRS II, LLC
3.37*	Articles of Amendment and Restatement of Western Refining Wholesale, Inc. (formerly named Phoenix Fuel Co., Inc.)
3.38*	Amended Bylaws of Western Refining Wholesale, Inc. (formerly named Phoenix Fuel Co., Inc.)
3.39*	Certificate of Amendment of Certificate of Incorporation of Western Refining Yorktown Holding Company (formerly named Giant Yorktown Holding Company)
3.40*	Bylaws of Western Refining Yorktown Holding Company (formerly named Giant Yorktown Holding Company)
3.41*	Certificate of Amendment of Certificate of Incorporation of Western Refining Yorktown, Inc. (formerly named Giant Yorktown, Inc.)

II-11

3.42*	Bylaws of Western Refining Yorktown, Inc. (formerly named Giant Yorktown, Inc.)
3.43*	Certificate of Formation of York River Fuels, LLC
3.44*	Limited Liability Company Agreement of York River Fuels, LLC
4.1	Specimen of Company Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on December 5, 2005).
4.2	Registration Rights Agreement, dated January 24, 2006, by and between the Company and each of the stockholders listed on the signature pages thereto (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
4.3	Indenture dated June 10, 2009 between Western Refining, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2009).
4.4	Supplemental Indenture dated June 10, 2009 between Western Refining, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 10, 2009).
4.5	Form of Convertible Senior Note (included in Exhibit 4.4).
4.6	Indenture dated June 12, 2009 among Western Refining, Inc., the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, paying agent, registrar and transfer agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 15, 2009).
4.7	Form of 11.25% Senior Secured Note (included in Exhibit 4.6)
4.8	Form of Senior Secured Floating Rate Note (included in Exhibit 4.6)
4.9	Indenture, dated as of March 25, 2013 among Western Refining, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, paying agent, registrar and transfer agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 25, 2013)
4.10	Form of 6.25% Senior Notes (included in Exhibit 4.1)
4.11	Registration Rights Agreement dated as of March 25, 2013 among Western Refining, Inc., the guarantors named therein, and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC Goldman, Sachs & Co., RBS Securities Inc., Barclays Capital Inc., Credit Agricole Securities (USA) Inc. PNC Capital Markets LLC, RB International Markets (USA) LLC, Regions Securities LLC, SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc., as Initial Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 25, 2013)
5.1*	Opinion of Davis Polk & Wardwell LLP with respect to the new Notes and related guarantees
5.2*	Opinion of Snell & Wilmer L.L.P. with respect to certain matters of Arizona law

II-12

5.3*	Opinion of Vinson & Elkins L.L.P. with respect to certain matters of Texas law
5.4*	Opinion of Montgomery & Andrews, P.A. with respect to certain matters of New Mexico law
10.1†	Employment Agreement, dated January 24, 2006, by and between Western Refining GP, LLC and Paul L. Foster (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
10.1.1†	First Amendment to the Employment Agreement referred to in Exhibit 10.1, dated December 28, 2006 (incorporated by reference to Exhibit 10.1.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2007).
10.1.2†	Second Amendment to the Employment Agreement referred to in Exhibit 10.1, dated December 31, 2008 (incorporated by reference to Exhibit 10.1.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).
10.2†	Employment Agreement, dated January 24, 2006, by and between Western Refining GP, LLC and Jeff A. Stevens (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
10.2.1†	First Amendment to the Employment Agreement referred to in Exhibit 10.2, dated December 28, 2006 (incorporated by reference to Exhibit 10.2.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2007).
10.2.2†	Second Amendment to the Employment Agreement referred to in Exhibit 10.2, dated December 31, 2008 (incorporated by reference to Exhibit 10.2.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).
10.3†	Employment Agreement, dated January 24, 2006, by and between Western Refining GP, LLC and Scott D. Weaver (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
10.3.1†	First Amendment to the Employment Agreement referred to in Exhibit 10.3, dated December 28, 2006 (incorporated by reference to Exhibit 10.3.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2007).
10.3.2†	Letter of Termination of Employment Agreement dated December 31, 2007, between Western Refining GP, LLC and Scott D. Weaver (incorporated by reference to Exhibit 10.3.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 29, 2008).
10.4†	Employment Agreement, dated January 24, 2006, by and between Western Refining GP, LLC and Gary R. Dalke (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
10.4.1†	First Amendment to the Employment Agreement referred to in Exhibit 10.4, dated December 31, 2008 (incorporated by reference to Exhibit 10.4.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).
10.5†	Employment Agreement, dated January 24, 2006, by and between Western Refining GP, LLC and Lowry Barfield (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
10.5.1†	First Amendment to the Employment Agreement referred to in Exhibit 10.5, dated December 31, 2008 (incorporated by reference to Exhibit 10.5.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).

II-13

10.6	Amended and Restated Term Loan Credit Agreement dated as of March 29, 2011, among the Company, as Borrower, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 31, 2011).
10.6.1	Amendment No. 1 to the Amended and Restated Term Loan Credit Agreement dated as of September 22, 2011, among the Company, as Borrower, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2011).
10.7	Second Amended and Restated Revolving Credit Agreement dated as of April 11, 2013 by and among the Company, the several lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 15, 2013).
10.8†	Form of Indemnification Agreement, by and between the Company and each director and officer of the Company party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
10.9	Operating Agreement, dated May 6, 1993, by and between Western Refining LP and Chevron U.S.A. Inc. (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on November 3, 2005).
10.10	Purchase and Sale Agreement, dated May 29, 2003, by and among Chevron U.S.A. Inc., Chevron Pipe Line Company, Western Refining LP and Kaston Pipeline Company, L.P. (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on November 3, 2005).
10.11†	Western Refining Long-Term Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 24, 2006).
10.11.1†	First Amendment to the Western Refining Long-Term Incentive Plan referred to in Exhibit 10.19, dated December 4, 2007 (incorporated by reference to Exhibit 10.19.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).
10.11.2†	Second Amendment to the Western Refining Long-Term Incentive Plan referred to in Exhibit 10.19, dated November 20, 2008 (incorporated by reference to Exhibit 10.19.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).
10.12†	Form of Restricted Stock Grant Agreement under the Western Refining Long-Term Incentive Plan (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on December 5, 2005).
10.13†	Form of Nonqualified Stock Option Agreement under the Western Refining Long-Term Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on December 5, 2005).
10.14†	Summary of Compensation for Non-Employee Directors (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on November 3, 2005).

II-14

10.15	Consulting and Non-Competition Agreement, dated August 26, 2006, by and between the Company and Fred L. Holliger (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 28, 2006).
10.15.1	Amendment No. 1 to the Consulting and Non-Competition Agreement, dated November 12, 2006, by and between Western Refining, Inc. and Fred L. Holliger (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2006).
10.16†	Employment agreement, effective August 28, 2006, made by and between Western Refining GP, LLC and Mark J. Smith (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 16, 2006).
10.16.1†	First Amendment to the Employment Agreement referred to in Exhibit 10.27, dated December 31, 2008 (incorporated by reference to Exhibit 10.27.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).
10.17†	Employment agreement, dated November 4, 2008, made by and between Western Refining GP, LLC and William R. Jewell (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2008).
10.18†	Employment agreement, dated March 9, 2010, made by and between Western Refining GP, LLC and Jeffrey S. Beyersdorfer (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2010).
10.19†	2010 Incentive Plan of Western Refining, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 27, 2010).
10.20†	Form of Performance Unit Award Agreement between the Company and Participant under the 2010 Incentive Plan of Western Refining, Inc. (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2011).
10.21†	Form of Western Refining, Inc. Restricted Share Unit Award Agreement between the Company and Participant under the 2010 Incentive Plan of Western Refining, Inc. (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2011).
10.22†	Form of Western Refining, Inc. Restricted Share Unit Award Agreement between the Company and Non-Employee Director under the 2010 Incentive Plan of Western Refining, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2013)
10.23†	Form No. 2 of Western Refining, Inc. Restricted Share Unit Award Agreement between the Company and Participant under the 2010 Incentive Plan of Western Refining, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2013)
10.24	Asset Purchase Agreement by and between Western Refining Yorktown, Inc., and Western Refining Yorktown Holding Company as Seller and Plains Marketing, L.P., as Buyer Dated November 30, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 2, 2011).
10.25	Asset Purchase Agreement by and between Western Refining Pipeline Company as Seller and Plains Pipeline, L.P., as Buyer Dated November 30, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 2, 2011).

II-15

10.26†	Western Refining, Inc. Non-Employee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2013)
10.27†	Western Refining, Inc. Non-Employee Director Deferred Compensation Plan Adoption Agreement, dated as of January 1, 2009 (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2013)
21.1	Subsidiaries of Western Refining, Inc. (incorporated by reference to Exhibit 21.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2013)
23.1*	Consent of Davis Polk & Wardwell LLP (contained in their opinion filed as Exhibit 5.1)
23.2*	Consent of Snell & Wilmer L.L.P. (contained in their opinion filed as Exhibit 5.2)
23.3*	Consent of Vinson & Elkins L.L.P. (contained in their opinion filed as Exhibit 5.3)
23.4*	Consent of Montgomery & Andrews, P.A. (contained in their opinion filed as Exhibit 5.4)
23.5*	Consent of Deloitte & Touche LLP
24.1	Power of Attorney (included on signature pages)
25.1*	Statement of Eligibility of U.S. Bank National Association, as Trustee, on Form T-1
99.1*	Form of Letter of Transmittal
99.2*	Form of Letter to Clients
99.3*	Form of Letter to Nominees
99.4*	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner

* Filed herewith.

** Reports filed under the Securities Exchange Act of 1934 (Forms 10-K, 10-Q, and 8-K) are under File No. 001-32721.

† Management contract or compensatory plan or arrangement.

Item 22. Undertakings

(a) The undersigned hereby undertakes:

(1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration

II-16

statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(4) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

II-17

(d) The undersigned hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

WESTERN REFINING, INC.
By:	/s/ Jeff A. Stevens
	Name: Jeff A. Stevens
	Title: President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President, Chief Executive Officer and Director (Principal Executive Officer and Director)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer (Principal Financial Officer)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Paul L. Foster Paul L. Foster	Chairman of the Board and Director	June 14, 2013
/s/ Carin M. Barth	Director	June 14, 2013
Carin M. Barth
/s/ Sigmund L. Cornelius	Director	June 14, 2013
Sigmund L. Cornelius

II-19

/s/ L. Frederick Francis	Director	June 14, 2013
L. Frederick Francis
/s/ Brian J. Hogan	Director	June 14, 2013
Brian J. Hogan
/s/ William D. Sanders	Director	June 14, 2013
William D. Sanders
/s/ Ralph A. Schmidt	Director	June 14, 2013
Ralph A. Schmidt
/s/ Scott D. Weaver	Director	June 14, 2013
Scott D. Weaver

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

WESTERN REFINING GP, LLC
By:	/s/ Jeff A. Stevens
	Name: Jeff A. Stevens
	Title: President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President, Chief Executive Officer and Manager (Principal Executive Officer and Manager)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Manager (Principal Financial Officer and Manager)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Paul L. Foster Paul L. Foster	Manager	June 14, 2013
/s/ Lowry Barfield Lowry Barfield	Manager	June 14, 2013
/s/ Mark J. Smith	Manager	June 14, 2013
Mark J. Smith

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Wilmington, State of Delaware, on June 14, 2013.

WESTERN REFINING LP, LLC
By:	/s/ Joan L. Yori
	Name: Joan L. Yori
	Title: President and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Joan L. Yori	President, Treasurer and Manager (Principal Executive Officer, Principal Financial Officer and Manager)	June 14, 2013
Joan L. Yori

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

WESTERN REFINING COMPANY, L.P. By: Western Refining GP, LLC, its general partner
By:	/s/ Jeff A. Stevens
	Name: Jeff A. Stevens
	Title: President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President, Chief Executive Officer and Manager (Principal Executive Officer and Manager)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Manager (Principal Financial Officer and Manager)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Paul L. Foster	Manager	June 14, 2013
Paul L. Foster
/s/ Lowry Barfield	Manager	June 14, 2013
Lowry Barfield
/s/ Mark J. Smith	Manager	June 14, 2013
Mark J. Smith

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

ASCARATE GROUP LLC By: Western Refining Company, L.P., its sole member By: Western Refining GP, LLC, its general partner
By:	/s/ Jeff A. Stevens
	Name: Jeff A. Stevens
	Title: President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President, Chief Executive Officer and Manager (Principal Executive Officer and Manager)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Manager (Principal Financial Officer and Manager)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Paul L. Foster Paul L. Foster	Manager	June 14, 2013
/s/ Lowry Barfield Lowry Barfield	Manager	June 14, 2013
/s/ Mark J. Smith Mark J. Smith	Manager	June 14, 2013

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

CINIZA PRODUCTION COMPANY
By:	/s/ Jeff A. Stevens
	Name: Jeff A. Stevens
	Title: President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President and Chief Executive Officer (Principal Executive Officer)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Director (Principal Financial Officer and Director)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Mark J. Smith	Director	June 14, 2013
Mark J. Smith
/s/ Scott D. Weaver Scott D. Weaver	Director	June 14, 2013

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

DIAL OIL CO.
By:	/s/ Jeff A. Stevens
	Name: Jeff A. Stevens
	Title: President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President and Chief Executive Officer (Principal Executive Officer)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Director (Principal Financial Officer and Director)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Scott D. Weaver	Director	June 14, 2013
Scott D. Weaver
/s/ Matthew L. Yoder	Director	June 14, 2013
Matthew L. Yoder

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

EMPIRE OIL CO.
By:	/s/ Jeff A. Stevens
	Name: Jeff A. Stevens
	Title: President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President and Chief Executive Officer (Principal Executive Officer)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Director (Principal Financial Officer and Director)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Scott D. Weaver	Director	June 14, 2013
Scott D. Weaver
/s/ Matthew L. Yoder	Director	June 14, 2013
Matthew L. Yoder

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

GIANT FOUR CORNERS, INC.
By:	/s/ Jeff A. Stevens
	Name: Jeff A. Stevens
	Title: President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President and Chief Executive Officer (Principal Executive Officer)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Director (Principal Financial Officer and Director)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Scott D. Weaver	Director	June 14, 2013
Scott D. Weaver
/s/ Matthew L. Yoder	Director	June 14, 2013
Matthew L. Yoder

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

GIANT INDUSTRIES, INC.
By:	/s/ Jeff A. Stevens
	Name: Jeff A. Stevens
	Title: President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President, Chief Executive Officer and Director (Principal Executive Officer and Director)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Director (Principal Financial Officer and Director)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Mark J. Smith	Director	June 14, 2013
Mark J. Smith

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

GIANT STOP-N-GO OF NEW MEXICO, INC.
By:	/s/ Jeff A. Stevens
	Name: Jeff A. Stevens
	Title: President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President and Chief Executive Officer (Principal Executive Officer)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Director (Principal Financial Officer and Director)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Scott D. Weaver	Director	June 14, 2013
Scott D. Weaver
/s/ Matthew L. Yoder	Director	June 14, 2013
Matthew L. Yoder

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

SAN JUAN REFINING COMPANY
By:	/s/ Jeff A. Stevens
	Name: Jeff A. Stevens
	Title: President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President and Chief Executive Officer (Principal Executive Officer)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Director (Principal Financial Officer and Director)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Mark J. Smith	Director	June 14, 2013
Mark J. Smith
/s/ Scott D. Weaver	Director	June 14, 2013
Scott D. Weaver

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

WESTERN REFINING PIPELINE COMPANY
By:	/s/ Jeff A. Stevens
	Name: Jeff A. Stevens
	Title: President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President and Chief Executive Officer (Principal Executive Officer)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Director (Principal Financial Officer and Director)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Mark J. Smith	Director	June 14, 2013
Mark J. Smith
/s/ Matthew L. Yoder	Director	June 14, 2013
Matthew L. Yoder

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

WESTERN REFINING SOUTHWEST, INC.
By:	/s/ Jeff A. Stevens
	Name: Jeff A. Stevens
	Title: President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President, Chief Executive Officer and Director (Principal Executive Officer and Director)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer (Principal Financial Officer)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Mark J. Smith	Director	June 14, 2013
Mark J. Smith
/s/ Scott D. Weaver	Director	June 14, 2013
Scott D. Weaver

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

WESTERN REFINING TERMINALS, INC.
By:	/s/ Jeff A. Stevens
	Name:	Jeff A. Stevens
	Title:	President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President and Chief Executive Officer (Principal Executive Officer)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Director (Principal Financial Officer and Director)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Mark J. Smith	Director	June 14, 2013
Mark J. Smith
/s/ Scott D. Weaver	Director	June 14, 2013
Scott D. Weaver

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

WESTERN REFINING TEXAS RETAIL SERVICES, LLC
By:	/s/ Matthew L. Yoder
	Name:	Matthew L. Yoder
	Title:	Manager

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Roger K. Burton	Manager	June 14, 2013
Roger K. Burton
/s/ Robert C. Sprouse	Manager	June 14, 2013
Robert C. Sprouse
/s/ Matthew L. Yoder	Manager	June 14, 2013
Matthew L. Yoder

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

WESTERN REFINING TRS I, LLC
By:	/s/ Matthew L. Yoder
	Name:	Matthew L. Yoder
	Title:	Manager

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Melissa M. Buhrig	Manager	June 14, 2013
Melissa M. Buhrig
/s/ Roger K. Burton	Manager	June 14, 2013
Roger K. Burton
/s/ Matthew L. Yoder	Manager	June 14, 2013
Matthew L. Yoder

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

WESTERN REFINING TRS II, LLC
By:	/s/ Matthew L. Yoder
	Name:	Matthew L. Yoder
	Title:	Manager

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Melissa M. Buhrig	Manager	June 14, 2013
Melissa M. Buhrig
/s/ Robert C. Sprouse	Manager	June 14, 2013
Robert C. Sprouse
/s/ Matthew L. Yoder	Manager	June 14, 2013
Matthew L. Yoder

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

WESTERN REFINING WHOLESALE, INC.
By:	/s/ Jeff A. Stevens
	Name:	Jeff A. Stevens
	Title:	President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President and Chief Executive Officer (Principal Executive Officer)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Director (Principal Financial Officer and Director)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Scott D. Weaver	Director	June 14, 2013
Scott D. Weaver
/s/ Matthew L. Yoder	Director	June 14, 2013
Matthew L. Yoder

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

WESTERN REFINING YORKTOWN, INC.
By:	/s/ Jeff A. Stevens
	Name:	Jeff A. Stevens
	Title:	President and Chief Operating Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President, Chief Operating Officer and Director (Principal Executive Officer and Director)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Treasurer, Chief Financial Officer and Director (Principal Financial Officer and Director)	June 14, 2013
Gary R. Dalke
/s/ Mark J. Smith	Director	June 14, 2013
Mark J. Smith
/s/ Scott D. Weaver	Director	June 14, 2013
Scott D. Weaver

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

WESTERN REFINING YORKTOWN HOLDING COMPANY
By:	/s/ Jeff A. Stevens
	Name:	Jeff A. Stevens
	Title:	President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President and Chief Executive Officer (Principal Executive Officer)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Chief Financial Officer and Director (Principal Financial Officer and Director)	June 14, 2013
Gary R. Dalke
/s/ William R. Jewell	Chief Accounting Officer (Principal Accounting Officer)	June 14, 2013
William R. Jewell
/s/ Mark J. Smith	Director	June 14, 2013
Mark J. Smith
/s/ Scott D. Weaver	Director	June 14, 2013
Scott D. Weaver

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Tempe, State of Arizona, on June 14, 2013.

YORK RIVER FUELS, LLC By: Western Refining Yorktown, Inc., its sole member
By:	/s/ Jeff A. Stevens
	Name:	Jeff A. Stevens
	Title:	President and Chief Operating Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff A. Stevens, Gary R. Dalke, William R. Jewell and Lowry Barfield, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeff A. Stevens	President, Chief Operating Officer and Director (Principal Executive Officer and Director)	June 14, 2013
Jeff A. Stevens
/s/ Gary R. Dalke	Treasurer, Chief Financial Officer and Director (Principal Financial Officer and Director)	June 14, 2013
Gary R. Dalke
/s/ Mark J. Smith	Director	June 14, 2013
Mark J. Smith
/s/ Scott D. Weaver	Director	June 14, 2013
Scott D. Weaver

II-41

EXHIBIT INDEX

Exhibit No.	Document
2.1	Agreement and Plan of Merger, dated August 26, 2006, by and among Western Refining, Inc., New Acquisition Corporation and Giant Industries, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 28, 2006)
2.2	Amendment No. 1 to the Agreement and Plan of Merger, dated November 12, 2006, by and among Western Refining, Inc., New Acquisition Corporation and Giant Industries, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2006).
3.1	Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 24, 2006)
3.2	Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 24, 2006)
3.3*	Certificate of Formation of Ascarate Group LLC
3.4*	Limited Liability Company Agreement of Ascarate Group LLC
3.5*	Articles of Incorporation of Ciniza Production Company
3.6*	By-Laws of Ciniza Production Company
3.7*	Articles of Incorporation of Dial Oil Co.
3.8*	Amended and Restated By-Laws of Dial Oil Co.
3.9*	Amended and Restated Articles of Incorporation of Empire Oil Co.
3.10*	Amended and Restated Bylaws of Empire Oil Co.
3.11*	Articles of Incorporation of Giant Four Corners, Inc.
3.12*	Bylaws of Giant Four Corners, Inc.
3.13*	Restated Certificate of Incorporation of Giant Industries, Inc. (successor to New Acquisition Corporation)
3.14*	Bylaws of Giant Industries, Inc. (successor to New Acquisition Corporation)
3.15*	Articles of Incorporation of Giant Stop-N-Go Of New Mexico, Inc.
3.16*	By-Laws of Giant Stop-N-Go Of New Mexico, Inc.
3.17*	Articles of Incorporation of San Juan Refining Company
3.18*	Bylaws of San Juan Refining Company
3.19*	Amended Certificate of Limited Partnership of Western Refining Company, L.P. (formerly named Refinery Holding Company, L.P.)
3.20*	Second Amended and Restated Limited Partnership Agreement of Western Refining Company, L.P.

II-42

3.21*	Certificate of Formation of Western Refining GP, LLC
3.22*	Amended and Restated Limited Liability Company Agreement of Western Refining GP, LLC
3.23*	Certificate of Formation of Western Refining LP, LLC
3.24*	Limited Liability Company Agreement of Western Refining LP, LLC
3.25*	Amended Articles of Incorporation of Western Refining Pipeline Company (formerly named Giant Pipeline Company)
3.26*	By-Laws of Western Refining Pipeline Company (formerly named Giant Pipeline Company)
3.27*	Articles of Amendment to the Articles of Incorporation of Western Refining Southwest, Inc. (formerly named Giant Industries, Inc. and Giant Industries of Arizona, Inc. and successor to Giant Acquisition Corp.)
3.28*	By-laws of Western Refining Southwest, Inc. (successor to Giant Acquisition Corp.)
3.29*	Articles of Amendment to the Articles of Incorporation of Western Refining Terminals, Inc. (formerly named Giant Mid-Continent, Inc.)
3.30*	By-laws of Western Refining Terminals, Inc. (formerly named Giant Mid-Continent, Inc.)
3.31*	Certificate of Formation of Western Refining Texas Retail Services, LLC
3.32*	Limited Liability Company Agreement of Western Refining Texas Retail Services, LLC
3.33*	Certificate of Formation of Western Refining TRS I, LLC
3.34*	Limited Liability Company Agreement of Western Refining TRS I, LLC
3.35*	Certificate of Formation of Western Refining TRS II, LLC
3.36*	Limited Liability Company Agreement of Western Refining TRS II, LLC
3.37*	Articles of Amendment and Restatement of Western Refining Wholesale, Inc. (formerly named Phoenix Fuel Co., Inc.)
3.38*	Amended Bylaws of Western Refining Wholesale, Inc. (formerly named Phoenix Fuel Co., Inc.)
3.39*	Certificate of Amendment of Certificate of Incorporation of Western Refining Yorktown Holding Company (formerly named Giant Yorktown Holding Company)
3.40*	Bylaws of Western Refining Yorktown Holding Company (formerly named Giant Yorktown Holding Company)
3.41*	Certificate of Amendment of Certificate of Incorporation of Western Refining Yorktown, Inc. (formerly named Giant Yorktown, Inc.)
3.42*	Bylaws of Western Refining Yorktown, Inc. (formerly named Giant Yorktown, Inc.)
3.43*	Certificate of Formation of York River Fuels, LLC

II-43

3.44*	Limited Liability Company Agreement of York River Fuels, LLC
4.1	Specimen of Company Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on December 5, 2005).
4.2	Registration Rights Agreement, dated January 24, 2006, by and between the Company and each of the stockholders listed on the signature pages thereto (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
4.3	Indenture dated June 10, 2009 between Western Refining, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 7, 2009).
4.4	Supplemental Indenture dated June 10, 2009 between Western Refining, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 10, 2009).
4.5	Form of Convertible Senior Note (included in Exhibit 4.4).
4.6	Indenture dated June 12, 2009 among Western Refining, Inc., the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, paying agent, registrar and transfer agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 15, 2009).
4.7	Form of 11.25% Senior Secured Note (included in Exhibit 4.6)
4.8	Form of Senior Secured Floating Rate Note (included in Exhibit 4.6)
4.9	Indenture, dated as of March 25, 2013 among Western Refining, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, paying agent, registrar and transfer agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 25, 2013)
4.10	Form of 6.25% Senior Notes (included in Exhibit 4.1)
4.11	Registration Rights Agreement dated as of March 25, 2013 among Western Refining, Inc., the guarantors named therein, and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC Goldman, Sachs & Co., RBS Securities Inc., Barclays Capital Inc., Credit Agricole Securities (USA) Inc. PNC Capital Markets LLC, RB International Markets (USA) LLC, Regions Securities LLC, SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc., as Initial Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 25, 2013)
5.1*	Opinion of Davis Polk & Wardwell LLP with respect to the new Notes and related guarantees
5.2*	Opinion of Snell & Wilmer L.L.P. with respect to certain matters of Arizona law
5.3*	Opinion of Vinson & Elkins L.L.P. with respect to certain matters of Texas law
5.4*	Opinion of Montgomery & Andrews, P.A. with respect to certain matters of New Mexico law

II-44

10.1†	Employment Agreement, dated January 24, 2006, by and between Western Refining GP, LLC and Paul L. Foster (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
10.1.1†	First Amendment to the Employment Agreement referred to in Exhibit 10.1, dated December 28, 2006 (incorporated by reference to Exhibit 10.1.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2007).
10.1.2†	Second Amendment to the Employment Agreement referred to in Exhibit 10.1, dated December 31, 2008 (incorporated by reference to Exhibit 10.1.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).
10.2†	Employment Agreement, dated January 24, 2006, by and between Western Refining GP, LLC and Jeff A. Stevens (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
10.2.1†	First Amendment to the Employment Agreement referred to in Exhibit 10.2, dated December 28, 2006 (incorporated by reference to Exhibit 10.2.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2007).
10.2.2†	Second Amendment to the Employment Agreement referred to in Exhibit 10.2, dated December 31, 2008 (incorporated by reference to Exhibit 10.2.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).
10.3†	Employment Agreement, dated January 24, 2006, by and between Western Refining GP, LLC and Scott D. Weaver (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
10.3.1†	First Amendment to the Employment Agreement referred to in Exhibit 10.3, dated December 28, 2006 (incorporated by reference to Exhibit 10.3.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2007).
10.3.2†	Letter of Termination of Employment Agreement dated December 31, 2007, between Western Refining GP, LLC and Scott D. Weaver (incorporated by reference to Exhibit 10.3.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 29, 2008).
10.4†	Employment Agreement, dated January 24, 2006, by and between Western Refining GP, LLC and Gary R. Dalke (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
10.4.1†	First Amendment to the Employment Agreement referred to in Exhibit 10.4, dated December 31, 2008 (incorporated by reference to Exhibit 10.4.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).
10.5†	Employment Agreement, dated January 24, 2006, by and between Western Refining GP, LLC and Lowry Barfield (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
10.5.1†	First Amendment to the Employment Agreement referred to in Exhibit 10.5, dated December 31, 2008 (incorporated by reference to Exhibit 10.5.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).
10.6	Amended and Restated Term Loan Credit Agreement dated as of March 29, 2011, among the Company, as Borrower, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 31, 2011).

II-45

10.6.1	Amendment No. 1 to the Amended and Restated Term Loan Credit Agreement dated as of September 22, 2011, among the Company, as Borrower, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2011).
10.7	Second Amended and Restated Revolving Credit Agreement dated as of April 11, 2013 by and among the Company, the several lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 15, 2013).
10.8†	Form of Indemnification Agreement, by and between the Company and each director and officer of the Company party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2006).
10.9	Operating Agreement, dated May 6, 1993, by and between Western Refining LP and Chevron U.S.A. Inc. (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on November 3, 2005).
10.10	Purchase and Sale Agreement, dated May 29, 2003, by and among Chevron U.S.A. Inc., Chevron Pipe Line Company, Western Refining LP and Kaston Pipeline Company, L.P. (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on November 3, 2005).
10.11†	Western Refining Long-Term Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 24, 2006).
10.11.1†	First Amendment to the Western Refining Long-Term Incentive Plan referred to in Exhibit 10.19, dated December 4, 2007 (incorporated by reference to Exhibit 10.19.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).
10.11.2†	Second Amendment to the Western Refining Long-Term Incentive Plan referred to in Exhibit 10.19, dated November 20, 2008 (incorporated by reference to Exhibit 10.19.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).
10.12†	Form of Restricted Stock Grant Agreement under the Western Refining Long-Term Incentive Plan (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on December 5, 2005).
10.13†	Form of Nonqualified Stock Option Agreement under the Western Refining Long-Term Incentive Plan (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on December 5, 2005).
10.14†	Summary of Compensation for Non-Employee Directors (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on November 3, 2005).
10.15	Consulting and Non-Competition Agreement, dated August 26, 2006, by and between the Company and Fred L. Holliger (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 28, 2006).
10.15.1	Amendment No. 1 to the Consulting and Non-Competition Agreement, dated November 12, 2006, by and between Western Refining, Inc. and Fred L. Holliger (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2006).

II-46

10.16†	Employment agreement, effective August 28, 2006, made by and between Western Refining GP, LLC and Mark J. Smith (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 16, 2006).
10.16.1†	First Amendment to the Employment Agreement referred to in Exhibit 10.27, dated December 31, 2008 (incorporated by reference to Exhibit 10.27.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 13, 2009).
10.17†	Employment agreement, dated November 4, 2008, made by and between Western Refining GP, LLC and William R. Jewell (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2008).
10.18†	Employment agreement, dated March 9, 2010, made by and between Western Refining GP, LLC and Jeffrey S. Beyersdorfer (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 12, 2010).
10.19†	2010 Incentive Plan of Western Refining, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 27, 2010).
10.20†	Form of Performance Unit Award Agreement between the Company and Participant under the 2010 Incentive Plan of Western Refining, Inc. (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2011).
10.21†	Form of Western Refining, Inc. Restricted Share Unit Award Agreement between the Company and Participant under the 2010 Incentive Plan of Western Refining, Inc. (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2011).
10.22†	Form of Western Refining, Inc. Restricted Share Unit Award Agreement between the Company and Non-Employee Director under the 2010 Incentive Plan of Western Refining, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2013)
10.23†	Form No. 2 of Western Refining, Inc. Restricted Share Unit Award Agreement between the Company and Participant under the 2010 Incentive Plan of Western Refining, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2013)
10.24	Asset Purchase Agreement by and between Western Refining Yorktown, Inc., and Western Refining Yorktown Holding Company as Seller and Plains Marketing, L.P., as Buyer Dated November 30, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 2, 2011).
10.25	Asset Purchase Agreement by and between Western Refining Pipeline Company as Seller and Plains Pipeline, L.P., as Buyer Dated November 30, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 2, 2011).
10.26†	Western Refining, Inc. Non-Employee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2013)
10.27†	Western Refining, Inc. Non-Employee Director Deferred Compensation Plan Adoption Agreement, dated as of January 1, 2009 (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 1, 2013)
21.1	Subsidiaries of Western Refining, Inc. (incorporated by reference to Exhibit 21.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2013)

II-47

23.1*	Consent of Davis Polk & Wardwell LLP (contained in their opinion filed as Exhibit 5.1)
23.2*	Consent of Snell & Wilmer L.L.P. (contained in their opinion filed as Exhibit 5.2)
23.3*	Consent of Vinson & Elkins L.L.P. (contained in their opinion filed as Exhibit 5.3)
23.4*	Consent of Montgomery & Andrews, P.A. (contained in their opinion filed as Exhibit 5.4)
23.5*	Consent of Deloitte & Touche LLP
24.1	Power of Attorney (included on signature pages)
25.1*	Statement of Eligibility of U.S. Bank National Association, as Trustee, on Form T-1
99.1*	Form of Letter of Transmittal
99.2*	Form of Letter to Clients
99.3*	Form of Letter to Nominees
99.4*	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner

* Filed herewith.

** Reports filed under the Securities Exchange Act of 1934 (Forms 10-K, 10-Q, and 8-K) are under File No. 001-32721.

† Management contract or compensatory plan or arrangement.

II-48

EX-3.3

Exhibit 3.3

CERTIFICATE OF CONVERSION OF

ASCARATE GROUP LLP INTO

ASCARATE GROUP LLC

The undersigned, Ascarate Group LLP, a Delaware limited liability partnership (the “Partnership”), for purposes of effecting a conversion in accordance with Section 15-903 of the Delaware Revised Uniform Partnership Act (the “DRUPA”) and Section 18-214 of the Delaware Limited Liability Company Act, certifies as follows:

1. The name, state of formation, and organizational form of the converting entity are as follows:

NAME	STATE OF FORMATION	ORGANIZATIONAL FORM
Ascarate Group LLP	Delaware	Limited Liability Partnership

2. The Partnership was first formed on September 28, 2004 as a general partnership under the name “Ascarate Investors.” The Partnership filed its original statement of partnership existence with the Secretary of State on September 28, 2004. Simultaneously with the filing of the statement of partnership existence with the Secretary of State, the Partnership filed a statement of qualification to become a limited liability partnership under the name “Ascarate Investors LLP.” On May 16, 2005, the Partnership filed a certificate of amendment to its statement of qualification with the Secretary of State to change its name from “Ascarate Investors LLP” to its current name, “Ascarate Group LLP.”

3. The name of the Delaware limited liability company into which the Partnership will be converted is Ascarate Group LLC.

4. The conversion has been approved in accordance with the provisions of Section 15-903 of the DRUPA.

DATED: November 2, 2005.

Ascarate Group LLP

By: /s/ Chris A. Paul

Chris A. Paul, Partner

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:42 PM 11/02/2005

FILED 04: 02 PM 11/02/2005

SRV 050897586 -3860801 FILE

CERTIFICATE OF FORMATION

OF

ASCARATE GROUP LLC

The undersigned executes this certificate of formation for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (the “Act”).

1. The name of the limited liability company is Ascarate Group LLC.

2. The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 18-104 of the Act are as follows:

Capitol Services, Inc.

615 South DuPont Highway

Dover, Delaware 19901

3. The limited liability company is being formed under the Plan of Conversion for Ascarate Group LLP (the “Plan”). To effect the conversion under the Plan, a Certificate of Conversion of Ascarate Group LLP into Ascarate Group LLC is being filed with the Delaware Secretary of State immediately prior to the filing of this certificate. The Limited Liability Company will be formed effective with the conversion.

This certificate of formation is executed on November 2, 2005, and the undersigned authorized person affirms, under the penalties of perjury, that to the best of its knowledge and belief, the facts stated herein are true.

/s/ Chris A. Paul

CHRIS A. PAUL, Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:42 PM 11/02/2005

FILED 04: 02 PM 11/02/2005

SRV 050897586 -3860801 FILE

EX-3.4

Exhibit 3.4

LIMITED LIABILITY COMPANY AGREEMENT

OF

ASCARATE GROUP LLC

THIS AGREEMENT is entered into to be effective November 2, 2005, by and among the undersigned for the purpose of engaging in the Business.

For and in consideration of the mutual covenants, rights, and obligations set forth in this Agreement, the benefits to be derived therefore, and other good and valuable consideration, the receipt and the sufficiency of which each Member acknowledges and confesses, the Members agree as follows:

1. Definitions

1.1 Definitions. As used in this Agreement, and unless otherwise expressly provided in this Agreement, the following terms have the following meanings:

“Act” means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.

“Agreement” means this Limited Liability Company Agreement of Ascarate Group LLC.

“Assignment,” or any correlative form of “Assign,” means any method whatsoever, whether direct or indirect and whether voluntary or involuntary, by which the legal or beneficial ownership of all or part of a Membership Interest is transferred or changed.

“Business” means the means the business of investments, management of investment properties, owning real estate, and such other business as may be agreed upon by the Members.

“Code” means the Intiman Revenue Code of 1986 and any successor statute, as amended from time to time.

“Company” means Ascarate Group LLC, a Delaware limited liability company.

“DGCL” means the Delaware General Corporation Law and any successor statute, as amended from time to time.

“Entity” or “entity” includes any partnership, joint venture, limited partnership, limited liability partnership, limited liability limited partnership, corporation, limited liability company, professional corporation, professional association, trust, estate, custodian, trustee, executor, administrator, nominee, representative, unincorporated organization, sole proprietorship, employee benefit plan, tribunal, governmental entity, department, agency, or any other entity or arrangement.

“Interest” means a Member’s interest (expressed as a percentage) in the Company that represents a Member’s distributive share of income, gain, loss, deductions or credits (or items thereof).

“Major Decision” means any action taken with respect to, or in any way affecting, the Company or this Agreement that must be approved under this Agreement by all the Members. Major Decisions include the following: (a) to sell, lease, exchange, otherwise dispose of, pledge, or mortgage all or substantially all of the Company’s property and assets (with or without goodwill); (b) to amend or restate the articles of organization or this Agreement; (c) to be a party to a merger, interest exchange, or conversion; (d) to commingle Company funds with funds of any other person; (e) to use Company funds or assets other than for the Company Business; and (f) to do or cause to be done any act in contravention of this Agreement.

“Majority in Interest” means either (a) one or more Members having among them more than a 50 percent Interest, or (b) if under the terms of this Agreement less than all Members are entitled to vote on a particular matter, those Members whose Interests aggregate more than 50 percent of the Membership Interests of the Members who are entitled to vote on that matter.

“Member” means a person who has been admitted to the Company as a Member as provided in this Agreement, but not including any person who has ceased to be a Member in the Company.

“Membership Interest” means the interest of a Member in the Company consisting of the right to share in profits and losses, to receive distributions of the Company’s assets, and to receive allocations of income, gain, loss, deduction, and similar items of the Company, as represented by the Member’s capital account and Interest.

“Person” or “person” includes any natural person (regardless of citizenship or residency) and any entity.

Other terms defined herein have the meanings so given them.

1.2 Other Terms. Unless the context requires otherwise: (a) words importing the singular number or plural number will include the plural number and singular number respectively; (b) words importing the masculine gender will include the feminine and neuter genders and vice versa; (c) references to “include,” “includes,” and “including” will be deemed to be followed by the phrase “without limitation”; (d) references in this Agreement to “herein,” “hereby” or “hereunder,” or any similar formulation, will be deemed to refer to this Agreement as a whole, including the Schedules; (e) references to Articles and Sections refer to articles and sections of this Agreement; (f) references to Schedules are to Schedules attached hereto, each of which is incorporated herein for all purposes; and (g) references to “dollars” or “$” means United States of America dollars.

2. Member Admission and Withdrawal

No person shall be admitted as a Member without the written consent of all Members. No Member has the right or the power to withdraw from the Company or to withdraw any part of its capital from the Company without the consent of the non-withdrawing Members. No Member may be expelled as a Member in the Company.

3. Capital Contributions, Interests

Each Member shall not be required to make an initial capital contribution. Future capital contributions may only be made if approved by all the Members and must be made in proportion to the Members’ respective Interests. The Company shall maintain a separate capital account for each Member in accordance with the rules of the Treasury regulations promulgated from time to time under section 704(b) of the Code. No Member has the right to withdrawal’ to make a demand for withdrawal of its capital account until the Company’s liquidation.

The specific Interests of each Member as of the effective date of this Agreement are described in Schedule 1 to this Agreement.

4. Distributions and Allocations

4.1 Distributions. At any time and from time to time before the Company’s liquidation, distributions of cash on hand or property may be made to the Members in proportion to their respective Interests. Upon the Company’s liquidation and winding up as provided in Article 8, all Company assets shall be distributed to the Members in proportion to their respective Interests.

4.2 Allocations. All items of Company income, gain, loss, deduction, and credit will be allocated to the Members in proportion to their respective Interests.

5. Management and Operations

5.1 Powers. The Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the Business and affairs of the Company shall be managed under the direction of, the Members. No person other than a Member has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditure on behalf of the Company unless the Members have delegated such authority or power to that person. Subject to compliance with Section 5.2, each Member has the power and authority acting alone to transact business for and on behalf of the Company.

5.2 Member Action. As among the Members, all decisions made for or on behalf of the Company must be agreed to by a Majority in Interest of the Members (either orally or in writing) unless otherwise expressly provided in this Agreement. Any Major Decision shall be approved by the written consent of all Members.

6. Indemnification

The Company shall indemnify and advance expenses to each Member, officer, employee and agent to the fullest extent permitted by the concepts contained in Section 145 of the DGCL, with the terms therein to be interpreted in the context of a limited liability company rather than a corporation. For instance, (a) a reference in the DGCL to a corporation is deemed a reference to a limited liability company, (b) a reference to a share is deemed a reference to a Membership Interest, (c) a reference to a stockholder is deemed a reference to a Member, (d) a reference to a director or officer is deemed a reference to a Member or officer; (e) a reference to articles of incorporation is deemed a reference to the Company’s Certificate and this Agreement, and (f) a reference to bylaws is deemed a reference to this Agreement.

7. Restrictions on Assignment

An Assignment of a Membership Interest may only be effected with the consent of the non Assigning Members. Any Assignment that is made without the consent of the non-Assigning Members is void. An assignee may only be admitted to the Company as a Member with the consent of the non Assigning Members.

8. Dissolution and Winding Up

8.1 Dissolution. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following events: (a) the unanimous consent of all Members; or (b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. No other event will cause the Company to dissolve.

8.2 Winding Up and Termination.

(a) On the occurrence of an event described in Section 8.1, the Members shall proceed diligently to wind up the affairs of the Company and make final distributions as provided in the Act. The costs of winding up shall be borne as a Company expense.

(b) The proceeds from liquidation of the Company and any Company assets that are not sold in connection with the liquidation will be applied in the following order of priority:

(i) First, to the payment of the debts and satisfaction of the other obligations of the Company, including debts and obligations to Members; and

(ii) Second, to the Members in accordance with Section 4.1.

The distribution of cash or property to a Member in accordance with the provisions of this Section 8.2(b) constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its Membership Interest and all of the Company’s property and constitutes a compromise to which each Member has consented.

(c) On completion of such final distribution, the Members shall take such actions as may be necessary to terminate the existence of the Company.

8.3 No Restoration of Capital Accounts. At no time during the Company’s term or upon the Company’s dissolution and liquidation will a Member with a negative balance in its capital account have any obligation to the Company, any other Members or any other person to restore the negative balance.

9. General Provisions

Each provision of this Agreement is intended to be severable. If any term or provision in this Agreement is determined to be invalid, void, or unenforceable, the remainder of this Agreement’s provisions will remain in full force and effect and will in no way be affected, impaired, or invalidated. Subject to the restrictions on Assignment set forth in this Agreement, this Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors, and assigns. The laws of the State of Delaware shall govern the validity, performance, interpretation, application, enforcement, remedies, rights and obligations under this Agreement. This Agreement may be amended or restated from time to time only with the consent of all the Members. This Agreement contains the entire understanding among the parties and supersedes any previous written or oral agreements between them concerning this Agreement’s subject matter.

[Signature Page Follows]

EXECUTED to be effective on the date first above written

/s/ Paul Foster

Paul Foster

/s/ Jeff Stevens

Jeff Stevens

/s/ Scott Weaver

Scott Weaver

/s/ Ralph Schmidt

Ralph Schmidt

SCHEDULE 1 TO

LIMITED LIABILITY COMPANY AGREEMENT

Member	Interest
Paul Foster		72	%
Jeff Stevens		18	%
Scott Weaver		5	%
Ralph Schmidt		5	%

EX-3.5

Exhibit 3.5

1357177

Filed in Office Of

State Corporation Commission

of New Mexico

JUN 30 1987

Corporation Dept.

ARTICLES OF INCORPORATION

OF

CINIZA PRODUCTION COMPANY

I, the undersigned, acting as incorporator of a corporation under the New Mexico Business Corporation Act, adopt the following Articles of Incorporation for such corporation:

ARTICLE I

Name:

The name of the corporation is:

CINIZA PRODUCTION COMPANY

ARTICLE II :

Duration

The period of its duration is perpetual.

ARTICLE III:

Purpose

The purposes for which the corporation is organized are: to purchase and lease lands believed to contain petroleum, oils, gas or associated hydrocarbons; to improve, mortgage, lease, assign and otherwise dispose of the same; to prospect, drill, pump, pipe, store, refine

and sell, both at wholesale and retail, such petroleum, oils, and associated hydrocarbons; to buy, otherwise acquire, sell, and otherwise dispose of any and all real estate or interests therein and personal property for use in the business of the corporation; to construct any and all buildings, pipelines, pumping stations, storage tanks, and any and all other buildings or appurtenances required in carrying on the business of the corporation; to do all and everything necessary, suitable or proper for the accomplishment of any of the purposes, the attainment of any of the objects, or the exercise of any of the powers herein set forth, either alone or in conjunction with other corporations, firms, or individuals, and to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the above-mentioned objects, purposes, or powers.

ARTICLE IV:

Stock

The aggregate number of authorized shares which the Corporation shall have authority to issue is 500,000, each for the minimum consideration as authorized by the Board of Directors, but such amount shall not be less than One Dollar ($1.00) per share.

ARTICLE V:

Pre-emptive Rights

No shareholder shall have the pre-emptive right to acquire unissued shares, or securities convertible into such shares or carrying a right to subscribe to or acquire shares. Moreover, cumulative voting shall not be allowed.

ARTICLE VI

Registered Office and Agent

The address of its initial registered agent is 217 W. Manhattan, Santa Fe, New Mexico 87501 and the name of its initial registered agent at the same address is CT Corporation System.

ARTICLE VII

Initial Board of Directors

The number of directors constituting the initial Board of Directors is three (3), and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

Name	Address
James E. Acridge	4939 E. Horseshoe Road
	Paradise Valley, Arizona 85253
Alvis J. Moore	3168 W. Echo Lane
	Phoenix, Arizona 85021
Robert L. Harvey	6852 E. Fanfol Drive
	Paradise Valley, Arizona 85253

Article VIII

By-Laws

The initial By-Laws of the Corporation shall be adopted by the Board of Directors. After the adoption of the initial By-Laws of the Corporation, the power to alter or amend or repeal the By-Laws of the Corporation and to adopt new By-Laws of the Corporation shall be vested in the Board of Directors.

ARTICLE IX

Organizational Meeting

of the Board of Directors

Upon the filing of the Articles of Incorporation with the state Corporation Commission of New Mexico, an organizational meeting of the Directors named herein shall be held at the Corporation’s principal office or such other place of business in the State of New Mexico as the Directors named herein shall agree upon for the purpose of adopting the initial By-Laws of the Corporation, electing officers, and conducting such other business as shall come before the meeting.

ARTICLE X

Initial Incorporator

The name and address of the incorporator is:

Name	Address
Mark E. With	325 Paseo de Peralta
	Santa Fe, New Mexico 87501

Dated this 29^th day of June, 1987.

Mack E. With

EX-3.6

Exhibit 3.6

BY-LAWS

OF

CINIZA PRODUCTION COMPANY

ARTICLE I

NAME AND LOCATION OF OFFICE

The name of this corporation is Ciniza Production Company. The principal office of the corporation in the State of New Mexico shall be located in the City of Gallup, County of McKinley. The corporation may have such other offices, either within or without the State of New Mexico, as the business of the corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held on the second Wednesday in April of each year for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. In the event that such annual meeting is omitted by oversight or otherwise on the date herein provided for, the Board of Directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for the annual shareholders’ meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the President, the Secretary, by a majority of the Board of Directors or by the holders of not less than a majority of all the outstanding shares of the corporation.

SECTION 3. PLACE OF MEETING. The President or Secretary may designate any place, either within or without the State of New Mexico, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders also may designate any place, either within or without the State of New Mexico, as the place for the holding of such meeting. If no designation is made or if a special meeting be otherwise called, the place for the holding of such meeting shall be the principal office of the corporation in the State of New Mexico.

SECTION 4. NOTICE OF SHAREHOLDERS’ MEETINGS. Written notice of all shareholders’ meeting stating the time and the place, and the objects for which such meetings are called, shall be given by the President or a Vice President or the Treasurer or the Secretary or an Assistant Secretary or by anyone or more shareholders entitled to call a special meeting of the shareholders personally or by mail not less than ten nor more than fifty days prior to the date of the meeting, to each shareholder of record at his address as it appears on the stock books of the corporation, unless he shall have filed with the Secretary of the corporation a written request that notice intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request.

SECTION 5. QUORUM OF SHAREHOLDERS. At any meeting of the shareholders, a majority in interest of all the capital stock issued and outstanding, represented by shareholders of record in person or by proxy, shall constitute a quorum, but a lesser interest may adjourn any meeting, and the meeting may be held as adjourned without further notice; provided, however, that Directors shall not be elected at meetings so adjourned. When a quorum is present at any meeting, a majority in interest of the stock represented thereat shall decide any question brought before such meeting, unless the question is one upon which by express provision of law or of the Articles of Incorporation or of these By-Laws a larger or different vote is required, in which case such express provision shall govern and control the decision of such question.

SECTION 6. VOTING. Voting of shares shall be in accordance with the Business Corporation Act of New Mexico (Sections 53-11-1 through 53-11-51), or other applicable statutes, as now existing or as hereafter amended. Unissued shares shall not be voted. There shall be no cumulative voting.

SECTION 7. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting.

SECTION 8. ACTION BY CONSENT. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if consent in writing, setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the effect of a unanimous vote.

ARTICLE III

STOCK

SECTION 1. CERTIFICATES. Certificates of stock shall be in a form approved and adopted by the Board of Directors. They shall be signed by the chairman or vice-chairman of the Board of Directors and by the treasurer or assistant treasurer or by the President or Vice President, counter-signed by the Secretary, and attested by the corporate seal. They shall be consecutively numbered and state upon their face the information required by law. The name and address of the person owning the shares with the number of shares and the date of issue shall be entered on the Corporation’s books.

SECTION 2. ASSIGNMENT AND CANCELLATION. All certificates of stock transferred by assignment shall be surrendered for cancellation and new certificates issued to the purchasers or assignees.

SECTION 3. TRANSFER. Shares of stock shall be transferred on the books of the Corporation only by the holder thereof in person or by his attorney-in-fact.

ARTICLE IV

DIRECTORS

SECTION 1. GENERAL POWERS. The Board of Directors shall have the entire management of the business of the corporation. In the management and control of the property, business, and affairs of the corporation, the Board of Directors is hereby vested with all the powers possessed by the corporation itself, so far as this delegation of authority is not inconsistent with laws of the state of New Mexico, with the Articles of Incorporation of the corporation, or with these By-Laws. The Board of Directors shall have the power to determine what constitutes net earnings, profits, and surplus, respectively, what amount shall be reserved for working capital and for any other purpose, and what amount shall be declared as dividends, and such determination by the Board of Directors shall be final and conclusive.

SECTION 2. NUMBER, TENURE AND DISQUALIFICATIONS. The number of Directors of the corporation shall be at least one (1) and no more than seven (7). Each Director shall hold office for the term for which he is elected or until his successor shall have been elected and qualified Directors need not be residents of New Mexico or shareholders of the corporation.

SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this By-law, immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of New Mexico, for the holding of additional regular meetings without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any one Director. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of New Mexico, as the place for holding any special meeting of the Board of Directors called by them.

SECTION 5. NOTICE. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each Director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 6. QUORUM. A majority of the number of Directors fixed by these By-Laws as constituting the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number (not less than two) may adjourn any meeting and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the members present thereat shall decide any question brought before such meeting, except as otherwise provided by law or by these By-Laws.

SECTION 7. MANNER OF ACTING. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. ACTION BY CONSENT. Any action required to be taken at a meeting of the Directors, or any other action which may be taken at a meeting of Directors, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the effect of a unanimous vote and shall be equally valid as if said action were approved at a meeting.

SECTION 9. PARTICIPATION BY TELEPHONE. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors or in a directorship to be filled by reason of any increase in the number of directors may be filled by the Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

SECTION 11. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE V

OFFICERS

SECTION 1. NUMBER. The officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors, by resolution, may create the offices of one or more Assistant Treasurers and Assistant Secretaries, all of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract right, if any, of the person so removed.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. PRESIDENT. The President shall be the chief executive officer of the corporation. The President, unless some other person is specifically authorized by vote of the Board of Directors, shall sign all certificates of stock, bonds, deeds, mortgages, and extension agreements, modification of mortgage agreements, leases, and contracts of the corporation. He shall perform all the duties commonly incident to his office and shall perform such other duties as the Board of Directors shall designate.

SECTION 6. VICE PRESIDENT. Except as specially limited by vote of the Board of Directors, any Vice President shall perform the duties and have the powers of the President during the absence or disability of the President and shall have the power to sign all certificates of stock, bonds, deeds, and contracts of the corporation. He shall perform such other duties and have such other powers as the Board of Directors shall designate.

SECTION 7. TREASURER. The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers, and documents of the corporation and shall have and exercise, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office. He shall deposit all funds of the corporation in such bank or banks as the directors shall designate. He may endorse for deposit or collection all checks and notes payable to the corporation or to its order, may accept drafts on behalf of the corporation, and together with the President or a Vice President may assign certificates of stock. He shall keep accurate books of account of the corporation’s transactions which shall be the property of the corporation, and shall be subject at all times to the inspection and control of the Board of Directors.

SECTION 8. SECRETARY. The Secretary shall keep accurate minutes of all meetings of the shareholders and the Board of Directors, and shall perform all the duties commonly incident to this office, and shall perform such other duties and have such other powers as the Board of Directors shall designate. The Secretary shall have power, together with the President or a Vice President, to sign certificates of stock of the corporation. In his absence at any meeting an Assistant Secretary or a Secretary Pro Tempore shall perform his duties thereat.

SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries as thereunto authorized by the Board of Directors may sign with the President or a Vice President certificates for shares of the corporation, the issue of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary respectively, or by the President or the Board of Directors.

SECTION 10. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall be the period beginning on January 1 and ending on December 31 of each year.

ARTICLE VIII

DIVIDENDS

SECTION 1. SOURCE AND FORM. Dividends may be declared in the form of cash, in the corporation’s authorized but unissued shares, or in the property of the corporation. No dividends shall be declared or paid on the stock of the corporation if, were the dividends paid, either (1) the corporation would be unable to pay its debts as they become due in the usual course of its business; or (2) the corporation’s total assets would be less than the sum of its total liabilities and the maximum amount that then would be payable, in any liquidation, in respect of all outstanding shares having preferential rights in liquidation.

SECTION 2. DECLARATION. The date for the declaration of dividends shall be the date of the meeting of the Board of Directors at which the dividends shall be declared. The Board of Directors in its discretion shall declare what, if any, dividends shall be issued upon the stock of the corporation. Dividends may be declared at any meeting, regular or special, of the Board of Directors. The Board of Directors may fix in advance a record date for the determination of the shareholders entitled to a dividend distribution, which date shall not be less than three (3) days nor more than twenty (20) days from the date on which such Board took such action. The shareholders of record as of the record date shall be entitled to receive the dividends.

ARTICLE IX

SEAL

The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the law under which this corporation is organized, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation, by approval given to these By-Laws, indemnifies each and every Director and officer and each person who may hereafter at any time serve at its request as a Director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by each such Director and officer in connection with the settlement or defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such Director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the corporation; and it specifically indemnifies each such Director and officer from payment of any judgment, levy, or demand that might be granted against any such Director or officer by virtue of his occupancy of said directorship or office growing out of any such action, suit, or proceeding.

The indemnification described in this ARTICLE XI is in addition to, and not in lieu of, the indemnification of directors and officers described in Section 53-11-4.1 NMSA 1978, as the same may be amended from time to time.

ARTICLE XII

AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted at any annual meeting of the Board of Directors of the corporation or at any special meeting when the proposal to amend these By-Laws has been stated in the notice of such special meeting, by a majority vote of the directors represented at the meeting.

EX-3.7

Exhibit 3.7

  FILED OFFICE OF

STATE CORPORATION COMMISSION

OF NEW MEXICO

DEC 2 – 1976

CORPORATION AND

FRANCHISE TAX DEPTS.

ARTICLES OF INCORPORATION

I, the undersigned, being a citizen of the United States and a resident of the State of New Mexico, ROBERT R. (Buster) DIAL, do hereby certify that I have on this date formed a corporation under the laws of the State of New Mexico, and I do further certify:

ARTICLE I.

The name of the corporation shall be DIAL OIL CO.

ARTICLE II.

The purposes for which the corporation is formed are:

(a) To maintain and operate a jobbership for Continental Oil Company.

(b) To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Act of the State of New Mexico.

ARTICLE III.

The total authorized capital stock of this corporation shall be 50,000 shares of the par value of $1.00 per share and all of said stock shall be common stock.

ARTICLE IV.

The corporation will not commence business until consideration of the value of not less than $1,000.00 shall be received for the issuance of shares of stock in the corporation.

The ownership and transfer of stock in this corporation shall be controlled by the By-Laws of said corporation.

ARTICLE VI.

The address of the initial registered office of this corporation shall be 306 S. Church, Aztec, New Mexico 87410, and the name of the registered agent at said address is ROBERT R. (Buster) DIAL.

ARTICLE VII.

The number of directors constituting the initial Board of Directors is three, and the following named persons shall serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify:

Robert R. (Buster) Dial

306 S. Church

Aztec, New Mexico

Dorothy Dial

306 S. Church

Aztec, New Mexico 87410

Richard Dial

318 S. Main

Aztec, New Mexico 87410

ARTICLE VIII.

The name and address of the incorporator of this corporation is:

Robert R. (Buster) Dial

306 S. Church

Aztec, New Mexico 87410

ARTICLE IX.

This corporation is formed with full intent to comply with all requirements of Section 1244 of the U.S. Internal Revenue Code.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29^th day of November, 1976.

/s/ Robert R. Dial

Robert R. (Buster) Dial

EX-3.8

Exhibit 3.8

AMENDED AND

RESTATED BY -LAWS

OF

DIAL OIL CO.

ARTICLE I

LOCATION OF OFFICE

The principal office of the corporation in the State of New Mexico shall be located in the Town of Bloomfield, County of San Juan. The corporation may have such other offices, either within or without the State of New Mexico, as the business of the corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held in the second quarter of each fiscal year for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. In the event that such annual meeting is omitted by oversight or otherwise on the date herein provided for, the Board of Directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be, and any business transacted or elections held at such meetings shall be as valid as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for the annual shareholders’ meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the President, the Secretary, by a majority of the Board of Directors or by the holders of not less than a majority of all the outstanding shares of the corporation.

SECTION 3. PLACE OF MEETING. The President or Secretary may designate, any place, either within or without the State of New Mexico, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders also may designate any place, either within or without the State of New Mexico, as the place for the holding of such meeting. If no designation is made or if a special meeting be otherwise called, the place for the holding of such meeting shall be the principal office of the corporation in the State of New Mexico.

Page | 1

SECTION 4. NOTICE OF SHAREHOLDERS’ MEETINGS. Written notice of each shareholders’ meeting stating the time and the place, and the objects for which such meetings are called, shall be given by the President, the Treasurer, the Secretary an Assistant Secretary or by any one or more shareholders entitled to call a special meeting of the shareholders personally or by mail not less than 10 nor more than 50 days prior to the date of the meeting, to each shareholder of record at the shareholder’s address as it appears on the stock books of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notice intended for the shareholder be mailed to some other address, in which case it shall be mailed to the address designated in such request.

SECTION 5. QUORUM OF SHAREHOLDERS. At any meeting of the shareholders, a majority in interest of all the capital stock issued and outstanding, represented by shareholders of record in person or by proxy, shall constitute a quorum, but a lesser interest may adjourn any meeting, and the meeting may be held as adjourned without further notice; provided, however, that Directors shall not be elected at meetings so adjourned. When a quorum is present at any meeting, a majority in interest of the stock represented thereat shall decide any question brought before such meeting, unless the question is one upon which by express provision of law or of the Articles of Incorporation or of these bylaws a larger or different vote is required, in which case such express provision shall govern and control the decision of such question.

SECTION 6. VOTING. Voting of shares shall be in accordance with the Business Corporation Act of New Mexico (Sections 53-11-1 through 53-11-51), or other applicable statutes, as now existing or as hereafter amended. Unissued shares shall not be voted. There shall be no cumulative voting.

SECTION 7. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting.

SECTION 8. ACTION BY CONSENT. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the effect of a unanimous vote.

ARTICLE III

STOCK

SECTION 1. CERTIFICATES. Certificates of stock shall be in a form approved and adopted by the Board of Directors. They shall be signed by the Chairman or Vice Chairman of the Board of Directors, the President, or any Vice President, and counter-signed by the Secretary. They shall be consecutively numbered and state upon their face the information required by law. The name and address of the person owning the shares with the number of shares and the date of issue shall be entered on the Corporation’s books.

SECTION 2. ASSIGNMENT AND CANCELLATION. All certificates of stock transferred by assignment shall be surrendered for cancellation and new certificates issued to the purchasers or assignees.

Page | 2

SECTION 3. TRANSFER. Shares of stock shall be transferred on the books of the Corporation only by the holder thereof in person or by the holder’s attorney-in-fact.

ARTICLE IV

DIRECTORS

SECTION 1. GENERAL POWERS. The Board of Directors shall have the entire management of the business of the Corporation. In the management and control of the property, business, and affairs of the Corporation, the Board of Directors is hereby vested with all the powers possessed by the Corporation itself, so far as this delegation of authority is not inconsistent with laws of the State of New Mexico, with the Articles of Incorporation of the Corporation, or with these bylaws. The Board of Directors shall have the power to determine what constitutes net earnings, profits, and surplus, respectively, what amount shall be reserved for working capital and for any other purpose, and what amount shall be declared as dividends, and such determination by the Board of Directors shall be final and conclusive.

SECTION 2. NUMBER, TENURE AND DISQUALIFICATIONS. The number of Directors of the Corporation shall be three. Each Director shall hold office for the term for which he is elected or until the Director’s successor shall have been elected and qualified. Directors need not be residents of New Mexico or shareholders of the Corporation.

SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of New Mexico, for the holding of additional regular meetings without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any one Director. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of New Mexico, as the place for holding any special meeting of the Board of Directors called by them.

Page | 3

SECTION 5. NOTICE. Notice of any special meeting shall be given at least two days prior thereto by written notice delivered personally or mailed to each Director at the Director’s business address, or by telephone, facsimile, e-mail or commercial mail services. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 6. QUORUM. A majority of the number of Directors fixed by these bylaws as constituting the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number (not less than two) may adjourn any meeting and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the members present thereat shall decide any question brought before such meeting, except as otherwise provided by law or by these bylaws.

SECTION 7. MANNER OF ACTING. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. ACTION BY CONSENT. Any action required to be taken at a meeting of the Directors, or any other action which may be taken at a meeting of Directors, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the effect of a unanimous vote and shall be equally valid as if said action were approved at a meeting.

SECTION 9. PARTICIPATION BY TELEPHONE. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors or in a directorship to be filled by reason of any increase in the number of directors, may be filled by the Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of the Director’s predecessor in office.

SECTION 11. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

Page | 4

ARTICLE V

OFFICERS

SECTION 1. NUMBER. The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors, by resolution, may create the offices of one or more Assistant Treasurers and Assistant Secretaries, all of whom shall be elected by the Board of Directors. Any two or-more offices may be held by the same person, except the offices of President and Secretary.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. PRESIDENT. The President shall be the chief executive officer of the corporation. The President, unless some other person is specifically authorized by vote of the Board of Directors, shall sign all certificates of stock, bonds, deeds, mortgages, extension agreements, modification of mortgage agreements, leases “and contracts of the corporation. He shall perform all the duties commonly incident to this office and shall perform such other duties as the Board of Directors shall designate.

SECTION 6. VICE PRESIDENT. Except as specially limited by vote of the Board of Directors, any Vice president shall perform the duties and have the powers of the President during the absence or disability of the President and shall have the power to sign all certificates of stock, bonds, deeds, and contracts of the corporation. He shall perform such other duties and have such other powers as the Board of Directors shall designate.

Page | 5

SECTION 7. TREASURER. The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers, and documents of the corporation and shall have and exercise, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office. He shall deposit all funds of the corporation in such bank or banks as the directors shall designate. He may endorse for deposit or collection all checks and notes payable to the corporation or to its order, may accept drafts on behalf of the corporation, and together with the President or a Vice President may assign certificates of stock. He shall keep accurate books of account of the corporation’s transactions which shall be the property of the corporation, and shall be subject at all times to the inspection and control of the Board of Directors.

SECTION 8. SECRETARY. The Secretary shall keep accurate minutes of all meetings of the shareholders and the Board of Directors, and shall perform all the duties commonly incident to his office, and shall perform such other duties and have such other powers as the Board of Directors shall designate. The Secretary shall have power, together with the President or a Vice President, to sign certificates of stock of the corporation. In his absence at any meeting an Assistant Secretary or a Secretary Pro Tempore shall perform his duties thereat.

SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary respectively, or by the President or the Board of Directors.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Page | 6

SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall be the twelve-month period ending December 31 of each year.

Page | 7

ARTICLE VIII

DIVIDENDS

SECTION 1. SOURCE AND FORM. Dividends may be declared in the form of cash, in the corporation’s authorized but unissued shares, or in the property of the corporation. No dividends shall be declared or paid on the stock of the corporation if, were the dividends paid, either (1) the corporation would be unable to pay its debts as they become due in the usual course of its business; or (2) the corporation’s total assets would be less than the sum of its total liabilities and the maximum amount that then would be payable, in any liquidation, in respect of all outstanding shares having preferential rights in liquidation.

SECTION 2. DECLARATION. The date for the declaration of dividends shall be the date of the meeting of the Board of Directors at which the dividends shall be declared. The Board of Directors in its discretion shall declare what, if any, dividends shall be issued upon the stock of the corporation. Dividends may be declared at any meeting, regular or special, of the Board of Directors. The Board of Directors may fix in advance a record date for the determination of the shareholders entitled to a dividend distribution, which date shall not be less than three (3) days nor more than twenty (20) days from the date on which such Board took such action. The shareholders of Record as of the record date shall be entitled to receive the dividend.

ARTICLE IX

SEAL

The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of these bylaws or under the provisions of the Articles of Incorporation or under the provisions of the law under which this corporation is organized, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Page | 8

ARTICLE XI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation, by approval given to these bylaws, indemnifies each and every Director and officer and each person who may hereafter at any time serve at its request as a Director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by each such Director and officer in connection with the settlement or defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such Director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the corporation; and it specifically indemnifies each such Director and officer from payment of any judgment, levy, or demand that might be granted against any such Director or officer by virtue of his occupancy of said directorship or office growing out of any such action, suit, or proceeding.

The indemnification described in this ARTICLE XI is in addition to, and not in lieu of, the indemnification of directors and officers described in NMSA 1978, §53-114.1 as the same may be amended from time to time.

ARTICLE XII

AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted at any annual meeting of the Board of Directors of the corporation or at any special meeting when the proposal to amend these bylaws has been stated in the notice of such special meeting, by a majority vote of the Directors represented at the meeting.

Page | 9

CERTIFICATE OF SECRETARY

DIAL OIL CO.,

a New Mexico corporation

I, Kim H. Bullerdick, do hereby certify as of July 12, 2005, that I am the duly elected, qualified and acting Secretary of Dial Oil Co., a New Mexico corporation (the “Corporation”), and that the Amended and Restated Bylaws (the “Bylaws”) attached hereto were adopted by the Board of Directors of the Corporation on July 12, 2005.

IN WITNESS WHEREOF, I have hereunto subscribed my name as of the date first above written.

/s/ Kim H. Bullerdick

By: Kim H. Bullerdick

Title: Secretary

Page | 10

EX-3.9

Exhibit 3.9

Endorsed- Filed

In the office of the Secretary of State

Of the State of California

Oct 10 2006

AMENDED RESTATED

ARTICLES OF INCORPORATION

OF

EMPIRE OIL CO.

A California Corporation

RICHARD S. ALDEN, JR. and DONALD R, WELKER certify that:

1. They are the President and Secretary, respectively, of EMPIRE OIL CO., a California corporation.

2. The Articles of Incorporation of this Corporation are amended and restated in their entirety to read as follows:

I.

NAME

The name of this Corporation is EMPIRE OIL CO.

II.

PURPOSE

The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

CAPITALIZATION

This Corporation is authorized to issue only (1) class of stock; and the total number of shares which this Corporation is authorized to issue is Two Thousand Five Hundred (2,500).

ARTICLE IV.

DIRECTOR LIABILITY

The liability of the Directors of this Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

V.

INDEMNIFICATION OF AGENTS

This Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the Corporation and its shareholders through Bylaw provisions or through agreements with the agents, or both, in excess of the indemnification others permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code.

VI.

ELECTION

This Corporation elects to be governed by all of the provisions of the General Corporation Law effective January 1, 1977, not otherwise applicable to it under Chapter 23 thereof:

3. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the Board of Directors.

4. The foregoing amendment and restatement or Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the corporation is 230. The number of shares voting in favor of the amendment exceeded the vote required, in that the percentage vote required was more than 50% and the amendment was approved by the affirmative vote shares or 100% of the outstanding voting shares.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our knowledge.

DATED: September 26, 2006

/s/ Richard S. Alden, JR., President

RICHARD S. ALDEN, JR., President

/s/ Donald R. Welker, Secretary

DONALD R. WELKER, Secretary

2

EX-3.10

Exhibit 3.10

AMENDED AND

RESTATED BYLAWS

OF EMPIRE OIL

CO.,

a California corporation

ARTICLE I

LOCATION OF OFFICE

The principal office of Empire Oil Co., a California corporation (the “Corporation”) in the State of California shall be located in Bloomington, California, County of San Bernardino. The Corporation may have such other offices, either within or without the State of California as the business of the Corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held in the second quarter of each fiscal year for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. In the event that such annual meeting is omitted by oversight or otherwise on the date herein provided for, the Board of Directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be, and any business transacted or elections held at such meetings shall be as valid as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for the annual shareholders’ meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the President, the Secretary, by a majority of the Board of Directors or by the holders of not less than a majority of all the outstanding shares of the Corporation.

SECTION 3. PLACE OF MEETING. The President or Secretary may designate any place, either within or without the State of California, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders also may designate any place, either within or without the State of California, as the place for the holding of such meeting. If no designation is made or if a special meeting be otherwise called, the place for the holding of such meeting shall be the principal office of the Corporation in the State of California.

SECTION 4. NOTICE OF SHAREHOLDERS’ MEETINGS. Written notice of each shareholders’ meeting stating the date, time and the place, and the purpose for which such

PAGE 1

meeting is called, shall be given by the President, the Treasurer, the Secretary, an Assistant Secretary or by any one or more shareholders entitled to call a special meeting of the shareholders, personally or by mail not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days prior to the date of the meeting, to each shareholder of record at the shareholder’s address as it appears on the stock books of the Corporation, unless such shareholder shall have filed with the Secretary of the Corporation a written request that notice intended for the shareholder be mailed to some other address, in which case it shall be mailed to the address designated in such request.

SECTION 5. QUORUM OF SHAREHOLDERS. At any meeting of the shareholders, a majority of the shares entitled to vote, represented by shareholders of record in person or by proxy, shall constitute a quorum. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no other business may be transacted, except in the case of withdrawal of shareholders at a meeting at which a quorum was present. When a quorum is present at any meeting, the affirmative vote of a majority of the shares represented and voting at the meeting shall constitute the act of the shareholders, unless the question is one upon which by express provision of law or of the Articles of Incorporation or of these bylaws a larger or different vote is required, in which case such express provision shall govern and control the decision of such question.

SECTION 6. VOTING. Voting of shares shall be in accordance with the requirements of the California General Corporation Law, or other applicable statutes, as now existing or as hereafter amended. Unissued shares shall not be voted. There shall be no cumulative voting.

SECTION 7. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting.

SECTION 8. ACTION BY CONSENT. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the effect of a unanimous vote.

ARTICLE III

STOCK

SECTION 1. CERTIFICATES. Certificates for shares shall be in a form approved and adopted by the Board of Directors. They shall be signed by the Chairman or Vice Chairman of the Board of Directors, the President, or any Vice President, and counter-signed by the Secretary. They shall be consecutively numbered and state upon their face the information required by law. The name and address of the person owning the shares with the number of shares and the date of issue shall be entered on the Corporation’s books.

PAGE 2

SECTION 2. ASSIGNMENT AND CANCELLATION. All share certificates transferred by assignment shall be surrendered for cancellation and new certificates issued to the purchasers or assignees.

SECTION 3. TRANSFER. Shares of stock shall be transferred on the books of the Corporation only by the holder thereof in person or by the holder’s attorney-in-fact.

ARTICLE IV

DIRECTORS

SECTION 1. GENERAL POWERS. The Board of Directors shall have the entire management of the business of the Corporation. In the management and control of the property, business, and affairs of the Corporation, the Board of Directors is hereby vested with all the powers possessed by the Corporation itself, so far as this delegation of authority is not inconsistent with laws of the State of California, with the Articles of Incorporation of the Corporation, or with these bylaws. The Board of Directors shall have the power to determine what constitutes net earnings, profits, and surplus, respectively, what amount shall be reserved for working capital and for any other purpose, and what amount shall be declared as dividends, and such determination by the Board of Directors shall be final and conclusive.

SECTION 2. NUMBER, TENURE AND DISQUALIFICATIONS. The number of Directors of the Corporation shall be three. Each Director shall hold office until the next annual meeting of the shareholders of the Corporation or until the Director’s successor shall have been elected and qualified. Directors need not be residents of California nor shareholders of the Corporation.

SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of California, for the holding of additional regular meetings without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any one Director. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of California, as the place for holding any special meeting of the Board of Directors called by them.

SECTION 5. NOTICE. Notice of any special meeting shall be given at least two days prior thereto by written notice delivered personally or mailed to each Director at the Director’s business address, or by telephone, facsimile, e-mail or commercial mail services.

PAGE 3

Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 6. QUORUM. A majority of the authorized number of Directors fixed by these bylaws as constituting the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number (not less than two) may adjourn any meeting and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the Directors present thereat shall decide any question brought before such meeting, except as otherwise provided by law or by these bylaws.

SECTION 7. MANNER OF ACTING. The act of the majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. ACTION BY WRITTEN CONSENT. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if all members of the Board of Directors shall individually or collectively consent in writing to that action and if the number of Directors serving at the time constitutes a quorum. Such consent shall have the effect of a unanimous vote and shall be equally valid as if said action were approved at a meeting.

SECTION 9. PARTICIPATION BY TELEPHONE. Any one or more members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

SECTION 10. VACANCIES. Any vacancy occurring on the Board of Directors, other than a vacancy created by reason of the removal of a director, or in a directorship to be filled by reason of any increase in the number of directors, may be filled by the Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of the Director’s predecessor in office.

SECTION 11. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

PAGE 4

ARTICLE V

OFFICERS

SECTION 1. NUMBER. The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article V. The Board of Directors, by resolution, may create the offices of one or more Assistant Treasurers and Assistant Secretaries, all of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if such an office be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be assigned to him from time to time by the Board of Directors or prescribed by these bylaws.

SECTION 6. PRESIDENT. The President, unless some other person is specifically authorized by vote of the Board of Directors, shall sign all certificates for shares, bonds, deeds, mortgages, extension agreements, modification of mortgage agreements, leases, and contracts of the Corporation. He shall perform all the duties commonly incident to this office and shall perform such other duties as the Board of Directors shall designate.

SECTION 7. VICE PRESIDENT. Except as specially limited by vote of the Board of Directors, any Vice President shall perform the duties and have the powers of the President during the absence or disability of the President and shall have the power to sign all certificates for shares, bonds, deeds, and contracts of the Corporation. He shall perform such other duties and have such other powers as the Board of Directors shall designate.

PAGE 5

SECTION 8. TREASURER. The Treasurer shall be the Chief Financial Officer of the Corporation and, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers, and documents of the Corporation and shall have and exercise, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office. He shall deposit all funds of the Corporation in such bank or banks as the Board of Directors shall designate. He may endorse for deposit or collection all checks and notes payable to the Corporation or to its order, may accept drafts on behalf of the Corporation, and together with the President or a Vice President may assign share certificates. He shall keep accurate books of account of the Corporation’s transactions, which shall be the property of the Corporation, and shall be subject at all times to the inspection and control of the Board of Directors.

SECTION 9. SECRETARY. The Secretary shall keep accurate minutes of all meetings of the shareholders and the Board of Directors, and shall perform all the duties commonly incident to his office, and shall perform such other duties and have such other powers as the Board of Directors shall designate. The Secretary shall have power, together with the President or a Vice President, to sign certificates for shares of the Corporation. In his absence at any meeting an Assistant Secretary or a Secretary Pro Tempore shall perform his duties thereat.

SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary respectively, or by the President or the Board of Directors.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

PAGE 6

SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall be the twelve-month period ending December 31 of each year.

ARTICLE VIII

DIVIDENDS

SECTION 1. SOURCE AND FORM. Dividends may be declared in the form of cash, in the Corporation’s authorized but unissued shares, or in the property of the Corporation. No dividends shall be declared or paid on the stock of the Corporation if, were the dividends paid, either (1) the Corporation would be unable to pay its debts as they become due in the usual course of its business; or (2) the Corporation’s total assets would be less than the sum of its total liabilities and the maximum amount that then would be payable in any liquidation, in respect of all outstanding shares ha)ling preferential rights in liquidation.

SECTION 2. DECLARATION. The date for the declaration of dividends shall be the date of the meeting of the Board of Directors at which the dividends are declared. The Board of Directors in its discretion shall declare what, if any, dividends shall be issued upon the stock of the Corporation. Dividends may be declared at any meeting, regular or special, of the Board of Directors. The Board of Directors may fix in advance a record date for the determination of the shareholders entitled to a dividend distribution, which date shall not be less than three (3) days nor more than twenty (20) days from the date on which such Board took such action. The shareholders of record as of the record date shall be entitled to receive the dividends.

ARTICLE IX

SEAL

The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation.

PAGE 7

ARTICLE X

WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of these bylaws or under the provisions of the Articles of Incorporation or under the provisions of the California General Corporation Law, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Corporation, by approval given to these bylaws, indemnifies each and every Director and officer and each person who may hereafter at any time serve at its request as a Director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by each such Director and officer in connection with the settlement or defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such Director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the Corporation; and it specifically indemnifies each such Director and officer from payment of any judgment, levy, or demand that might be granted against any such Director or officer by virtue of his occupancy of said directorship or office growing out of any such action, suit, or proceeding.

The indemnification described in this ARTICLE XI is in addition to, and not in lieu of, the indemnification of directors and officers described in Section 317 of the California General Corporation Law, as the same may be amended from time to time.

ARTICLE XII

AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted at any annual meeting of the Board of Directors of the Corporation or at any special meeting when the proposal to amend these bylaws has been stated in the notice of such special meeting, by a majority vote of the Directors represented at the meeting.

PAGE 8

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting Secretary of Empire Oil Co., a California corporation; and

2. That the foregoing Amended and Restated Bylaws, consisting of eight (8) pages, constitute the Bylaws of said corporation, as duly adopted by the Board of Directors on January 2, 2007.

IN WITNESS WHEREOF, I have executed this Certificate as of this 2nd day of January, 2007.

Kim H. Bullerdick, Secretary

PAGE 9

EX-3.11

Exhibit 3.11

ARTICLES OF INCORPORATION

OF

GIANT FOUR CORNER, INC.

We, the undersigned incorporators, having associated ourselves together for the purposes of forming a corporation under the laws of the State of Arizona, adopt the following Articles of Incorporation:

I.

Name

The name of the corporation is Giant Four Corners, Inc.

II.

Purpose

This corporation is organized for the purpose of transacting any or all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as amended from time to time.

III.

Initial Business

The corporation initially intends to conduct in the State of Arizona and the rest of the Four Corners are of the United States the business of exploring for, producing, refining, marketing, selling and otherwise dealing in gasoline and all other petroleum products.

IV.

Authorized Capital

The corporation shall have authority to issue five hundred thousand (500,000) common shares with $0.01 per value per share. Share will be paid for at such time, and in such manner as the Board of Directors shall determine.

V.

Board of Directors

The Board of Directors shall be comprised of not less than one (1) nor by no more than seven (7) members, the exact number of which shall initially be fixed by the incorporators and thereafter from time to time by resolution of the Board of Directors. This initial Board of Directors shall consist of three (30 members who shall serve as the directors until the first annual meeting of the shareholders or until their successors are elected and qualified, and whose names and addresses are:

Name	Address
James E. Acridge	23733 North Scottsdale Road Scottsdale, Arizona 85255
Fredric L. Holliger	23733 North Scottsdale Road Scottsdale, Arizona 85255
Morgan M. Gust	23733 North Scottsdale Road Scottsdale, Arizona 85255

VI.

Limitation of Director Liability

No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of Fiduciary duty as a director; provided, however, that this Article shall not eliminate or limit the liability of a director for (i) any breach of the director’s duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) authorizing the unlawful payment of a dividend or other distribution on the corporation’s capital stock or the unlawful purchase of its capital stock; (iv) a violation of Arizona Statutes Section 10-041 —Director conflicts of interest; or (v) any transaction from which the director derived an improper personal benefit.

VII.

Incorporators

The name and addresses of the incorporators are:

Name	Address
Carlos A. Guerra	23733 North Scottsdale Road Scottsdale, Arizona 85255
Brian H. Pye	23733 North Scottsdale Road Scottsdale, Arizona 85255

All powers, duties and responsibilities of the incorporators shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission for filing.

VIII.

Statutory Agent

FC Service Corporation, an Arizona corporation, Two North Central Avenue, Suite 2200, Phoenix, Arizona 85004-2890, is hereby appointed the initial Statutory Agent for the corporation for the State of Arizona.

IX.

Known Place of Business

The corporation’s known place of business is 23733 North Scottsdale Road, Scottsdale, Arizona 852525.

IN WITNESS WHEREOF, the undersigned incorporators have hereunto affixed their signatures this 3^rd day of August, 1993.

/s/ Carlos A. Guerra

Carlos A Guerra

/s/ Brian H. Pye

Brian H. Pye

EX-3.12

Exhibit 3.12

BYLAWS

OF

GIANT FOUR CORNERS, INC.

Article I.

Articles of Incorporation

Section 1.1. Reference to Articles. Any reference herein made to the Corporation’s Articles shall be deemed to refer to its Articles of Incorporation and all amendments thereto as at any given time on file with the Arizona Corporation Commission, together with any and all certificates filed by the Corporation with the Arizona Corporation Commission (or any successor to its functions) pursuant to applicable law.

Section 1.2. Seniority. The Articles shall in all respects be considered senior and superior to these Bylaws, with any inconsistency to be resolved in favor of the Articles, and with these Bylaws to be deemed automatically amended from time to time to eliminate any such inconsistency which may then exist.

Article II.

Corporation Offices

Section 2.1. Known Place of Business. The known place of business of the Corporation in the State of Arizona shall be the office of its statutory agent unless otherwise designated in the Articles. The Corporation may have such other offices, either within or without the State of Arizona, as the board of directors may designate or as the business of the Corporation may require from time to time.

Section 2.2. Changes. The board of directors may change the Corporation’s known place of business or its statutory agent from time to time by filing a statement with the Arizona Corporation Commission pursuant to applicable law.

Article III.

Shareholders

Section 3.1. Annual Meetings. Each annual meeting of the shareholders is to be held during the second quarter of each year, commencing with the year 1994, at a time and place as determined by the board of directors, or in the absence of action by the board, as set forth in the notice given, or waiver signed, with respect to such meeting pursuant to Section 3.3 below. At the annual meeting, shareholders shall elect a board of directors and transact such other business as may be properly brought before the meeting. If for any reason any annual meeting is not held during the time set forth above, a deferred annual meeting may thereafter be called and held in lieu thereof, at which the same proceedings (including the election of directors) may be conducted. Any director elected at any annual meeting, deferred annual meeting, or special meeting shall continue in office until the election of his successors, subject to his earlier resignation pursuant to Section 7.1 below.

Section 3.2. Special Meetings. Special meetings of the shareholders may be held whenever and wherever called for by the chairman of the board, the president or the board of directors or by the written demand of the holders of not less than ten percent (10%) of all issued and outstanding shares of the Corporation entitled to vote at any such meeting. Any written demand by shareholders shall state the purpose or purposes of the proposed meeting, and the business to be transacted at any such meeting shall be conformed to the purposes stated in the notice thereof, and to such additional matters as the chairman of the meeting may rule to be germane to such purposes.

Section 3.3. Notices. Not less than ten (10) nor more than fifty (50) days (inclusive of the date of meeting) before the date of any meeting of the shareholders and at the direction of the person or persons calling the meeting, the secretary of the Corporation, or any other officer of the Corporation, shall cause a written notice setting forth the time, place, and general purposes of the meeting to be delivered personally or to be deposited in the mail, with first class or airmail postage prepaid, addressed to each shareholder of record at his last address as it appears on the Corporation’s records on the applicable date.

Section 3.4. Waiver of Notice. Any shareholder may waive call or notice of any annual, deferred annual, or special meeting (and any adjournment thereof) at any time before, during which, or after it is held. Attendance of shareholder at any such meeting person or by proxy shall automatically evidence his waiver of call and notice of such meeting (and any adjournment thereof) unless he or his proxy is attending the meeting for the express purpose of objecting to the transaction of business because the meeting has not been properly called or noticed. No call or notice of a meeting of the shareholders shall be necessary if each shareholder waives the same in writing or by attendance.

Section 3.5. Shareholders of Record. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders (and at any adjournment of such meeting), or shareholders entitled to consent to corporate action without a meeting or shareholders entitled to receive payment of any dividend, or for any other lawful action, the board of directors may fix in advance a record date which shall not be more than seventy (70) nor less than ten (10) days before the date of such meeting or any such other action.

If no record date is fixed by the board of directors for determining shareholders entitled to notice of, and to vote at, a meeting of shareholders, the record date shall be at four o’clock in the afternoon on the day before the day on which notice is given, or, if notice is waived, at the commencement of the meeting. If no record date is fixed for determining shareholders entitled to express written consent to corporate action without a meeting, the record date shall be the time of the day on which the first written consent is served upon an officer or director of the Corporation.

A determination of shareholders of record entitled to notice of, and to vote at, a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting, and further provided that the adjournment or adjournments of any such meeting do not exceed thirty (30) days in the aggregate.

Section 3.6. Shareholder Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before every meeting of shareholders, a complete record of the shareholders entitled to vote at the meeting (and at any adjournment thereof), arranged in alphabetical order, showing the address and the number of shares registered in the name of each shareholder. Such record shall be produced and kept open (i) at the office of the Corporation before the time of the meeting, and (ii) at the time and place of the meeting; such record shall be subject to the inspection of any shareholder during such times for any purpose germane to the meeting.

Section 3.7. Proxies. Any shareholder entitled to vote thereat may vote by proxy at any meeting of the shareholders (and at any adjournment thereof which is specified in such proxy, provided that his or her proxy is executed in writing by such shareholder or his or her duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise specifically provided thereon. The burden of proving the validity of any undated, irrevocable or otherwise contested proxy at a meeting of the shareholders shall rest with the person seeking to exercise the proxy. A telegram, cablegram or facsimile appearing to have been transmitted by a shareholder or by his duly authorized attorney-in-fact may be accepted as a sufficiently written and executed proxy.

Section 3.8. Voting. Except for the election of directors (which shall be governed by cumulative voting pursuant to applicable law) and except as may otherwise be required by the Corporation’s Articles, these Bylaws or by statute, each issued and outstanding share of the Corporation (specifically excluding shares held in the treasury of the Corporation) represented at any meeting of the shareholders in person or by a proxy given pursuant to Section 3.7 above, shall be entitled to one vote on each matter submitted to a vote of the shareholders at such meeting. Unless otherwise required by the Corporation’s Articles or by applicable law, any question submitted to the shareholders shall be resolved by a majority of the votes cast thereon, provided that such votes constitute a majority of the quorum of that particular meeting, whether or not such quorums then present. Voting shall be by ballot on any question as to which a ballot vote is demanded before the voting begins, by any person entitled to vote on such question; otherwise, a voice vote shall suffice. No ballot or change of vote shall be accepted after the polls have been declared closed following the ending of the announced time for voting.

Section 3.9. Voting of Shares by Certain Holders. Shares of the Corporation held by another corporation may be voted by such corporation’s officer, agent, or proxy as its bylaws may prescribe, or in the absence of such bylaw provision, by any other person designated by resolution of its board of directors, and such officer, agent, or other person so designated may vote such corporation’s shares in this Corporation in person or by proxy appointed by him.

Shares held by an administrator, executor, legal representative, guardian, conservator, or other legal representative, may be voted by such representative, either in person or proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee, other than a trustee in bankruptcy, may be voted by such representative, either in person or proxy, but no such trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing-in the name of a receiver, trustee in bankruptcy, or assignee for the benefit of creditors may be voted by such representative, either in person or by proxy. Shares held by or under the control of such a receiver or trustee may be voted by such receiver or trustee, either in person or by proxy, without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver or trustee was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledge, and thereafter the pledge shall be entitled to vote the shares so transferred.

If shares stand in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or tenants by community property or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Corporation is given a written instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (i) if only one votes, his act binds, (ii) if more than one votes, the act of the majority so voting binds all, and (iii) if more than one votes, but the vote is evenly split on any particular matter, each faction may vote the shares in question proportionately.

Section 3.10. Quorum. At any meeting of the shareholders, the presence in person or by proxy of the holders of a majority of the shares of the Corporation issued, outstanding, and entitled to vote at the meeting shall constitute a quorum of the shareholders for all purposes. In the absence of a quorum, any meeting may be adjourned from time to time by its chairman, without notice other than by announcement at the meeting, until a quorum is formed. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. Once a quorum has been formed at any meeting, the shareholders from time to time remaining in attendance may continue to transact business until adjournment, notwithstanding the prior departure of enough shareholders to leave less than a quorum. If an adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Section 3.11. Election Inspectors. The board of directors, in advance of any meeting of the shareholders, may appoint an election inspector or inspectors to act at such meeting (and at any adjournment thereof). If an election inspector or inspectors are not so appointed, the chairman of the meeting may, or upon request of any person entitled to vote at the meeting shall, make such appointment. If any person appointed as an inspector fails to appear or to act, a substitute may be appointed by the chairman of the meeting. If appointed, the election inspector or inspectors (acting through a majority of them if there be more than one) shall determine the number of shares outstanding, the authenticity, validity and effect of proxies and the number of shares represented at the meeting in person and by proxy; they shall receive and count votes, ballots and consents and announce the results thereof; they shall hear and determine all challenges and questions pertaining to proxies and voting; and, in general, they shall perform such acts as may be proper to conduct elections and voting with complete fairness to all shareholders. No such election inspector need be a shareholder of the Corporation.

Section 3.12. Organization and Conduct of Meeting Each meeting of the shareholders shall be called to order and thereafter chaired by the chairman of the board of directors if there is one; or, if not, or if the chairman of the board is absent or so requests, then by the president; or if both the chairman of the board and the president are unavailable, then by such other officer of the Corporation or such shareholder as may be appointed by the board of directors. The Corporation’s secretary shall act as secretary of each meeting of the shareholders; in his or her absence the chairman of the meeting may appoint any person (whether a shareholder or not) to act as secretary for the meeting. After calling a meeting to order, the chairman thereof may require the registration of all shareholders intending to vote in person and the filing. Of all proxies with the election inspector or inspectors, if one or more have been appointed (or, if not, with the secretary of the meeting). After the announced time for such filing of proxies has ended, no further proxies or changes, substitutions or revocations of proxies shall be accepted. If directors are to be elected, a tabulation of the proxies so filed shall, if any person entitled to vote in such election so requests, be announced at the meeting (or adjournment thereof) before the closing of the election polls. Absent a showing of bad faith on his part, the chairman of a meeting shall, among other things, have absolute authority to fix the period of time allowed for the registration of shareholders and the filing of proxies, to determine the order of business to be conducted at such meeting and to establish reasonable rules for expediting the business of the meeting (including any informal, or question and answer portions thereof).

Section 3.13. Shareholder Approval or Ratification. The board of directors may submit any contract or act for approval or ratification of the shareholders, either at a duly constituted meeting of the shareholders (the notice of which either includes mention of the proposed submittal or is waived pursuant to Section 3.3 above) or by unanimous written consent to corporate action without a meeting pursuant to Section 3.15 below. If any contract or act so submitted is approved or ratified by a majority of the votes cast thereon at such meeting or by such unanimous written consent, the same shall be valid and as binding upon the Corporation and all of its shareholders as it would be if it were the act of the shareholders.

Section 3.14. Informalities and Irregularities. All informalities or irregularities in any call or notice of a meeting of the shareholders or in the areas of credentials, proxies, quorums, voting, and similar matters, shall be deemed waived if no objection is made at the meeting.

Section 3.15. Action by Shareholders without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the Corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent may be executed in counterparts and shall have the same effect as a unanimous vote of the shareholders of the Corporation at a duly convened meeting.

Article IV.

Board of Directors

Section 4.1. Membership. The board of directors shall be comprised of not less than one (1) nor more than seven (7) members who need not be shareholders of the Corporation, the exact number of which shall initially be fixed by the incorporators and thereafter from time to time by resolution of the board of directors. The directors shall regularly be elected at each annual meeting of the shareholders. The board of directors shall have the power to fix its size, to increase or decrease its size within the aforesaid limits and to fill any vacancies that may occur in its membership in the interval between the annual meetings of the shareholders, whether resulting from an increase in the size of that board or otherwise. Each director elected by the shareholders or the board of directors shall hold office until his or her successor is duly elected and qualified; provided, however, that the shareholders entitled to vote for the election of directors at a shareholders’ meeting may fill any vacancy in the board of directors, if not already filled, or substitute another person to fill the vacancy, in which case the term of office of the person elected by the board of directors shall forthwith terminate.

Section 4.2. General Powers. The board of directors shall have the power to control and manage all of the affairs and property of the Corporation and to exercise, in addition to the powers and authorities expressly conferred upon it by these Bylaws or by the Articles of Incorporation, all powers as may be exercised, and to do all such things that may be done by the Corporation which are not expressly reserved to the shareholders, as permitted by the laws of the State of Arizona. It may restrict, enlarge, or otherwise modify the powers and duties of any or all of the officers of this Corporation. Without limiting the generality of the foregoing, the board of directors may fix record dates for determining shareholders of various classes having the right to notice offend to vote at meetings and adjournments thereof, or the right to receive dividends or other distributions, or the right to give consents to or to dissent from certain actions or for any other purpose for which record dates are or might be relevant, and to determine whether or not transfer books should be closed in connection therewith.

Section 4.3. Regular Meetings. A regular annual meeting of the board of directors shall be held as soon as practicable after the adjournment of each annual meeting of the shareholders, either at the place of the shareholders’ meeting or at such other place as the directors elected at the shareholders’ meeting may have been informed of at or before the time of their election. Additional regular meetings may be held at regular intervals at such places and at such times as the board of directors may determine.

Section 4.4. Special Meetings. Special meetings of the board of directors may be held whenever and wherever called for by the chairman of the board, the president, or the number of directors that would be required to constitute a quorum.

Section 4.5. Notices. No notice need be given of regular meetings of the board of directors. Written notice of the time and place (but not necessarily the purpose or all of the purposes) of any special meeting shall be given to each director in person or via mail, telegram or facsimile addressed to him at his latest address appearing on the Corporation’s records. Notice to any director of any such special meeting shall be deemed given sufficiently in advance when (i) if given by mail, the same is deposited in the mail, with first class or airmail postage prepaid, at least two (2) days before the meeting date, (ii) if personally delivered or given by telegram or facsimile, the same is handed to the director, or the telegram is delivered to the telegraph office for fast transmittal or the facsimile is initiated, at least twenty-four (24) hours before the convening of the meeting, or (iii) by communicating actual notice to the director at least twenty-four (24) hours before convening the meeting. Any person who has given notice hereunder may make an affidavit that notice was given, which, as to the facts, shall be conclusive.

Section 4.6. Waiver of Notice. Any director may waive call or notice of any meeting (and any adjournment thereof) at any time before, during which, or after it is held. Attendance of a director at any meeting shall automatically evidence his waiver of call and notice of such meeting (and any adjournment thereof) unless he is attending the meeting for the express purpose of objecting to the transaction of business because the meeting has not been properly called or noticed. No call or notice of a meeting of directors shall be necessary if each of them waives the same in writing or by attendance. Any meeting, once properly called and noticed (or as to which call and notice have been waived) and at which a quorum is formed, may be adjourned to another time and place by a majority of those in attendance.

Section 4.7. Quorum. A quorum for the transaction of business at any meeting or adjourned meeting of the board of directors shall consist of a majority of the directors then in office. Once a quorum has been formed, the directors from time to time remaining in attendance at such meeting before its adjournment shall continue to be legally competent to transact business properly brought before the meeting, notwithstanding the prior departure from the meeting of enough directors to leave less than a quorum.

Section 4.8. Voting. Any matter submitted to a meeting of the board of directors shall be resolved by a majority of the votes cast thereon. In case of an equality of votes, the chairman of the meeting shall have a second or deciding vote.

Section 4.9. Power to Act Notwithstanding Vacancy. Pending the filling of vacancies in the board of directors, a majority of a full board of directors may exercise the powers of the board of directors.

Section 4.10. Removal. Any director may be removed from the board of directors, with or without cause, subject only to limitations provided by law.

Section 4.11. Audit Committee. The board of directors may, by a resolution or resolutions adopted by a majority of the members of the whole board, appoint from among its members an audit committee, which shall consist of three or more members of the board of directors. The audit committee shall each year recommend to the board of directors for appointment by the board of directors, after submission to the shareholders for their approval, independent public accountants to audit the books, records, and accounts of the Corporation and to perform such other duties as the board of directors may from time to time prescribe. The audit committee shall review all recommendations made by the Corporation’s independent public accountants to the board of directors

with respect to the accounting methods used and the system of internal control followed by the Corporation and shall thereupon advise the board of directors. The audit committee shall have authority to examine into and make recommendations to the board of directors with respect to the scope of the audit conducted by the Corporation’s independent public accountants. Except as otherwise specifically provided herein, the audit committee shall be subject to all limitations, restrictions, and requirements of any other committee of the board of directors as provided in Section 4.12 below.

Section 4.12. Executive and Other Committees. The board of directors, by a resolution or resolutions adopted by a majority of the members of the whole board, may appoint from among its members an executive committee and any other committees, standing or temporary, as it may deem appropriate. Each committee shall consist of two or more members of the board of directors. Each committee shall have and may exercise any and all powers as are conferred or authorized by the resolution appointing it. A majority of each committee may determine its action and may fix the time and place of its meetings, unless provided otherwise by the board of directors. The board of directors shall have the power at any time to fill vacancies in, to change the size or membership of, and to discharge any committee. Any member of any committee may be removed, with or without cause, by the board of directors. The board of directors may dissolve any committee at any time.

If appointed, the executive committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the Corporation while the board is not in session, subject to such limitations as may be included in the board’s resolution appointing the committee. Notwithstanding any other provision to the contrary, the executive committee and any other committee of the board of directors appointed pursuant to these Bylaws shall not have the authority of the board of directors in reference to the following matters: (i) the submission to shareholders of any action that requires shareholders’ authorization or approval under applicable law; (ii) the filling of vacancies on the board of directors or on any committee of the board of directors; (iii) the amendment or repeal of the Bylaws, or the adoption of new Bylaws; and (iv) the fixing of compensation of directors for serving on the board or on any committee of the board of directors.

Each committee shall keep a written record of its acts and proceedings and shall submit that record to the board of directors at each regular meeting and at any other times as requested by the board of directors. Failure to submit the records, or failure of the board to approve any action indicated therein will not, however, invalidate the action to the extent it has been carried out by the Corporation prior to the time the record of such action was, or should have been, submitted to the board of directors as provided herein.

Section 4.13. Tenure. Except in the case of resignation, disqualification, removal, or the inability to serve for any reason, each member of any committee established under this Article IV shall hold office until the next regular annual meeting of the board of directors until his or her successor is elected and qualified.

Section 4.14. Meetings. Regular meetings of committees established under this Article IV may be held without notice at such times and places as the committees may fix from time to time by resolution. Special meetings of a committee may be called by any member thereof upon giving notice to other members of the committee in the manner provided in Section 4.4 for special meetings of the board of directors.

Section 4.15. Quorum. A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting there of any committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 4.16. Presumption of Assent. A director of the Corporation who is present at a meeting of the board of directors or of any committee at which action is taken on any matter shall be presumed to have assented to the action taken unless his dissents entered in the minutes of the meeting or unless he files his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or forwards such dissent by registered or certified mail to the secretary of the Corporation within two (2) business days after the adjournment of the meeting. A right to dissent shall not be available to a director who voted in favor of the action.

Section 4.17. Compensation. By resolution of the board of directors, each director may be paid his expenses, if any, of attendance at each meeting of the board of directors or of any committee, and may be paid a fixed sum for attendance at each such meeting and/or a stated salary as a director or committee member. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation there from.

Section 4.18. Action by Directors without a Meeting. Any action required or permitted to be taken at a meeting of the board of directors or of any committee thereof may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all directors or committee members. Such consent may be executed in counterparts and shall have the same effect as a unanimous vote of the directors or committee members of the Corporation at a duly convened meeting.

Section 4.19. Meetings by Conference Telephone. Any member of the board of directors or of a committee of the board may participate in any meeting of the board or such committee by means of a conference telephone or similar communication equipment whereby all members participating in such meeting can hear one another. Such participation shall constitute attendance in person, unless otherwise stated as provided in Section 4.6 above.

Section 4.20. Organization, Agenda and Procedure. The chairman of the board, or in his absence, the president, or in the absence of the president, any director chosen by a majority of the directors present, shall act as chairman of the meetings of the board of directors. In the absence of the secretary or any assistant secretary, any person appointed by the chairman shall act as secretary of such meetings. The agenda of and procedure for such meetings shall be as determined by the board of directors.

Article V.

Officers-General

Section 5.1. Election and Appointments. The board of directors shall elect or appoint a president, one or more vice presidents, a secretary, and a treasurer, and may choose a chairman of the board. The regular election or appointment of officers shall take place at each annual meeting of the board of directors, but elections of officers may be held at any other meeting of the board. A person elected or appointed to any office shall continue to hold that office until the election or appointment of his successor, subject to action earlier taken pursuant to Sections 5.4 and 7.1 below. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 5.2. Additional appointments. In addition to the officers contemplated in Section 5.1 above, the board of directors may elect or appoint other corporate or divisional officers or agents with such authority to perform such duties as may be prescribed from time to time by the board of directors, by the president or, in the case of assistant officers (as, for example, one or more assistant secretaries), by the superior officer of any person so elected or appointed. Each of such persons (in the order designated by the board) shall be vested with all of the powers and charged withal of the duties of his or her superior officer in the event of such superior officer’s absence or disability.

Section 5.3. Bonds and Other Requirements. The board of directors may require any officer to give bond to the Corporation (with sufficient surety, and conditioned for the faithful performance of the duties of his or her office) and to comply with such other conditions as may from time to time be required of him other by the board.

Section 5.4. Removal; Delegation of Duties. The board of directors may, whenever in its judgment the best interests of the Corporation will be served thereby, remove any officer or agent of the Corporation or temporarily delegate his or her powers and duties to any other officer or to any director. Such removal or delegation shall be without prejudice to the contract rights, if any, of the person so removed or whose powers and duties have been delegated. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 5.5. Salaries. The salaries of officers may be fixed from time to time by the board of directors or (except as to the president’s own) left to the discretion of the president. No officer shall be prevented from receiving a salary by reason of the fact that he or she is also a director of the Corporation.

Article VI.

Specific Officers

Section 6.1. Chairman of the Board. The board of directors may elect a chairman to serve as a general executive officer of the Corporation, and, if specifically designated as such by the board, as the chief executive officer of the Corporation. If elected, the chairman shall preside at all meetings of the board of directors and be vested with such other powers and duties as the board may from time to time delegate to him or her.

Section 6.2. President and Vice President. Unless otherwise specified by resolution of the board of directors, the president shall be the chief executive officer of the Corporation. The president shall supervise the business and affairs of the Corporation and the performance by all of its other officers of their respective duties, subject to the control of the board of directors (and of its chairman, if the chairman has been specifically designated as chief executive officer of the Corporation). One or more vice presidents shall be elected by the board of directors to perform such duties as may be designated by the board or be assigned or delegated to them by the chief executive officer. Anyone of the vice presidents as authorized by the board shall be vested with all of the powers and charged with all of the duties of the president in the event of his or her absence or inability to act. Except as may otherwise be specifically provided in a resolution of the board of directors, the president or any vice president shall be a proper officer to sign, on behalf of the Corporation, any deed, bill of sale, assignment, option, mortgage, pledge, note, bond, evidence of indebtedness, application, consent (to service of process or otherwise), agreement, indenture or other instrument of any significant importance to the Corporation. The president or any vice president may represent the Corporation at any meeting of the shareholders of any other corporation in which this Corporation then holds shares, and may vote this Corporation’s shares in such other corporation in person or by proxy appointed by him or her, provided that the board of directors may from time to time confer the foregoing authority upon any other person or persons.

Section 6.3. Secretary. The secretary shall keep the minutes of meetings of the shareholders, board of directors, and any committee, and all unanimous written consents of the shareholders, board of directors, and any committee of the Corporation, and shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and in case of his or her absence or refusal or neglect so to do, notices may be served by any person thereunto directed by the president. The secretary shall be custodian of the corporate seal and corporate records, and, in general, perform all duties incident to the office. Except as may otherwise be specifically provided in a resolution of the board of directors, the secretary and each assistant secretary shall be a proper officer to take charge of the Corporation’s stock transfer books and to compile the voting record pursuant to Section 3.6 above, and to impress the Corporation’s seal on any instrument signed by the president, any vice president, or any other duly authorized person, and to attest to the same.

Section 6.4. Treasurer. The treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall cause all money and other valuable effects to be deposited in the name and to the credit of the Corporation in such depositories, subject to withdrawal in such manner, as may be designated by the board of directors. He or she shall render to the president, the directors, and the shareholders at proper times and account of all his or her transactions as treasurer and of the financial condition of the Corporation. The treasurer shall be responsible for preparing and filing such financial reports, financial statements, and returns as may be required by law.

Article VII.

Respirations and Vacancies

Section 7.1. Resignations. Any director, committee member, or officer may resign from his or her office at any time by written notice delivered or addressed to the Corporation at its known place of business. Any such resignation shall be effective upon its receipt by the Corporation unless some later time is fixed in such notice, and then from that time. The acceptance of a resignation shall not be required to make it effective.

Section 7.2. Vacancies. If the office of any director, committee member, or officer becomes vacant by reason of his or her death, resignation, disqualification, removal, or otherwise, the board of directors may choose a successor to hold office for the unexpired term.

Article VIII.

Indemnification and Insurance

Section 8.1. Indemnification. To the extent permitted by Arizona law and any other applicable law, if any director, officer, employee or agent of the Corporation is made a party to or is involved in (for example as a witness) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, and whether formal or informal, because such person is or was a director, officer, employee or agent of the Corporation, as the case may be, the Corporation: (i) may indemnify such person from and against any judgments, penalties, fumes, amounts paid in settlement and reasonable expenses (including but not limited to expenses of investigation and preparation, and fees or disbursements of counsel, accountants or other experts) incurred by such person in such action, suit or proceeding; and (ii) may advance to such persons expenses incurred in such action, suit or proceeding.

The terms “director,” “officer,” “employee” or “agent” shall mean (i) a director, officer, employee or agent of the Corporation, as the case may be; (ii) a person serving at the Corporation’s request as a director, officer, employee or agent of any corporation, partnership, joint venture, trust or other enterprise; and (iii) such broader definition as may be provided under Arizona law as in effect from time to time. The foregoing provisions for indemnification and advancement of expenses are not exclusive, and the Corporation may at its discretion provide for indemnification or advancement of expenses in a resolution of its shareholders or directors, in a contract or in its Articles. It is the Corporation’s policy to provide to its directors, officers, employees, and agents indemnity to the fullest extent permitted by Arizona law.

Any repeal or modification of the foregoing provisions of this Article VIII for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any actor omission of a director, officer, employee or agent of the Corporation occurring prior to the time of such repeal or modification.

Section 8.2. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprises against any liability asserted against him and incurred by him in any capacity or arising out of his status, whether or not the Corporation would have the power to indemnify him against liability hereunder.

Article IX.

Seal

The board of directors may provide for a seal of the Corporation, which shall have inscribed thereon the name of the Corporation and the state and year of its incorporation.

Article X.

Certificates Representing Shares

Section 10.1. Form. Each certificate representing shares of the Corporation shall be in such form as may from time to time be prescribed by the board of directors, shall be consecutively numbered, and shall exhibit such information as may be required by applicable law.

Section 10.2. Signatures and Seal. All certificates issued for shares of the Corporation (whether new, reissued, or transferred) shall bear the signatures of the president or a vice president, and of the secretary or an assistant secretary, and the impression of the Corporation’s corporate seal, if any. The signatures of such officers of the Corporation and the impression of its corporate seal maybe in facsimile form on any certificate that is countersigned by a transfer agent and/or registered by a registrar duly appointed by the Corporation and other than the Corporation itself or one of its employees. If a supply of unissued certificates bearing the facsimile signature of a person remains when that person ceases to hold the office of the Corporation indicated on such certificates, they may still be countersigned, registered, issued, and delivered by the Corporation’s transfer agent and/or registrar thereafter, the same as though such person had continued to hold the office indicated on such certificate.

Section 10.3. Ownership. The Corporation shall be entitled to treat the registered owner of any shares the absolute owner thereof and, accordingly, shall not be bound to recognize any beneficial, equitable or other claim to, or interest in, such share on the part of any other person, whether or not it has notice thereof, except as may expressly be provided by applicable law.

Section 10.4. Transfer Agents and Registrars: Transfers. The board of directors may appoint one or more transfer agents or registrars with respect to shares of the stock of the Corporation. The board of directors may make such rules and regulations as it may deem expedient and as are not inconsistent with these Bylaws, concerning the issue, transfer, and registration of certificates for shares of the stock of the Corporation. Transfers of shares of the Corporation may be made on the stock transfer books of the Corporation only at the direction of the person named in the certificate (or by his or her duly authorized attorney-in-fact) and upon the surrender of such certificate. The transfer of the shares of the Corporation shall be subject to such restrictions on transfer, if any, as may be imposed by the Articles of Incorporation, by any amendment thereof, by these Bylaws or by any

agreement of the shareholders. No transfer shall affect the right of the Corporation to pay any dividend due upon the shares or to treat the holder of record as the holder-in-fact until the transfer has been recorded in the books of the Corporation.

Section 10.5. Lost Certificates. In the event of the loss, theft, or destruction of any certificates representing shares of the Corporation or of any predecessor corporation, the Corporation may issue (or, in the case of any such shares as to which a transfer agent and/or registrar have been appointed, may direct such transfer agent and/or registrar to countersign, register, and issue) a new certificate, and cause the same to be delivered to the owner of the shares represented thereby, provided that the owner shall have submitted such evidence showing, or an affidavit reciting, the circumstances of the alleged loss, theft, or destruction, and his ownership of the certificate, as the Corporation considers satisfactory, together with any other facts that the Corporation considers pertinent, and further provided that a bond of indemnity, with or without surety, shall have been provided in form and amount satisfactory to the Corporation (and to its transfer agent and/or registrar, if applicable), unless the shares represented by the certificate lost, stolen, or destroyed have at the time of the issuance of the new certificate a market value of $500 or less (as determined by the Corporation on the basis of such information as it may select), in which case the requirement of a bond may be waived. The Corporation may act through its president, any vice president, its secretary, or its treasurer for any purpose of this Section 10.5.

Article XI

Dividends

Subject to such restrictions or requirements as may be imposed by applicable law or the Corporation’s Articles or as may otherwise be binding upon the Corporation, the board of directors may from time to time declare and the Corporation may pay dividends on shares of the Corporation outstanding on the dates of record fixed by the board, to be paid in cash, in property, or in shares of the Corporation on or as of such payment or distribution dates as the board may prescribe.

Article XII

Amendments

These Bylaws may be altered, amended, supplemented, repealed, or temporarily or permanently suspended, in whole or in part, or new Bylaws may be adopted, at any duly constituted meeting of the board of directors, (the notice of which meeting either includes mention of the proposed action relative to the Bylaws or is waived pursuant to Section 4.6 above) or, alternatively, by unanimous written consent to corporate action without a meeting of the board of directors pursuant to Section 4.18 above. If, however, any such action arises as a matter of necessity at any such meeting and is otherwise proper, no notice thereof shall be required. Any amendment made to a Bylaw shall be noted on the margin of the Bylaw amended, referring to the page of the record where the amendment appears.

CERTIFICATE OF ADOPTION

The undersigned secretary does hereby certify that the foregoing bylaws were adopted by the Board of Directors of Giant Four Comers, Inc., pursuant to a written consent of the directors dated as of August 16, 1993.

/s/ Morgan Gust

Morgan Gust, Secretary

EX-3.13

Exhibit 3.13

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:18AM 05/31/2007

FTLED 02:45 PM 05/31/2007

SRV 070647758 – 4208393 FTLE

CERTIFICATE OF MERGER

OF

NEW ACQUISITION CORPORATION

WITH AND INTO GIANT

INDUSTRIES, INC.

Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST:	That the names of the constituent corporations to the merger are Giant Industries, Inc., a Delaware corporation, and New Acquisition Corporation, a Delaware corporation.
SECOND:	That an Agreement and Plan of Merger, as amended, between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251 of the Delaware General Corporation Law.
THIRD:	That the name of the surviving corporation of the merger is Giant Industries, Inc., a Delaware corporation.
FOURTH:	That the Certificate of Incorporation set forth on Exhibit A attached hereto shall be the Certificate of Incorporation of the surviving corporation.
FIFTH:	That the executed Agreement and Plan of Merger, as amended, is on file at an office of the surviving corporation, the address of which is 23733 North Scottsdale Road, Scottsdale, Arizona 85255.
SIXTH:	That a copy of the Agreement and Plan of Merger, as amended, will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

Dated: May 31, 2007

GIANT INDUSTRIES, INC.
By:	/s/ Mark B. Cox
	Mark B. Cox
	Executive Vice President

EXHIBIT A

RESTATED CERTIFICATE OF INCORPORATION

OF

GIANT INDUSTRIES, INC.

FIRST: The name of the corporation is Giant Industries, Inc.

SECOND: The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. County of New Castle. and the name of its initial registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted by the corporation is to engage in any lawful business, act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatsoever.

FOURTH: The aggregate number of shares of all classes which the corporation shall have authority to issue is 1,000 shares of common stock having a par value of $0.01 per share.

FIFTH: No holder of shares of stock of the corporation shall have a preemptive right to purchase or subscribe for and receive any shares of any class, or series thereof, of stock of the corporation, whether now or hereafter authorized, or any warrants, option, bonds, debentures or other securities convertible into, exchangeable for or carrying any right to purchase any shares of any class, or series thereof, of stock.

SIXTH: No stockholders of the corporation shall have the right and power to cumulate votes attributable to their shares for the election of directors.

SEVENTH: Election of directors need not be by written ballot, except and to the extent provided in the bylaws of the corporation.

EIGHTH: The number of directors of the corporation shall be fixed as specified or provided for in the bylaws of the corporation.

NINTH: Except as otherwise provided by statute, any action that might have been taken at a meeting of stockholders by a vote of the stockholders may be taken with the written consent of stockholders owning (and by such written consent, voting) in the aggregate not less than the minimum percentage of the total number of shares that by statute, this Certificate of Incorporation, the bylaws of the corporation or an agreement of all of the stockholders are required to be voted with respect to such proposed corporate action; provided, however, that the written consent of a stockholder who would not have been entitled to vote upon the action if a meeting were held shall not be counted; and further provided, that prompt notice shall be given to all stockholders of the taking of such corporate action without a meeting if less than unanimous written consent of all stockholders who have been entitled to vote on the action if a meeting were held is obtained.

TENTH: In furtherance of, and not in limitation of, the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the corporation or adopt new bylaws, without any action on the part of the stockholders; provided,

however, that no such adoption, amendment, or repeal shall be valid with respect to bylaw provisions which have been adopted, amended, or repealed by the stockholders; and further provided, that bylaws adopted or amended by the Directors and any powers thereby conferred may be amended, altered, or repealed by the stockholders.

ELEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them, and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholders thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors; and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

TWELFTH: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for such liability as is expressly not subject to limitation under the Delaware General Corporation Law, as the same exists or may hereafter be amended to further limit or eliminate such liability. Moreover, the corporation shall, to the fullest extent permitted by law, indemnify any and all officers and directors of the corporation, and may, to the fullest extent permitted by law or to such lesser extent as is determined in the discretion of the Board of Directors, indemnify any and all other persons whom it shall have power to indemnify, from and against all expenses, liabilities or other matters arising out of their status as such or their acts, omissions or services rendered in such capacities. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.

THIRTEENTH: The corporation shall have the right, subject to any express provisions or restrictions contained in the Certificate of Incorporation, bylaws of the corporation or written agreement of all of the stockholders of the corporation, from time to time, to amend the Certificate of Incorporation or any provisions thereof in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the corporation by the Certificate of Incorporation or any amendment thereof are conferred subject to such right.

EX-3.14

Exhibit 3.14

NEW ACQUISITION CORPORATION

BYLAWS

ARTICLE 1.

OFFICES

SECTION 1. Registered Office. The registered office of New Acquisition Corporation (the “Company”) in the State of Delaware is located at the offices of The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801.

SECTION 2. Principal Office. The principal office of the Company shall be in El Paso, Texas or at such other place as the Board of Directors of the Company (the “Board of Directors”) may from time to time determine.

SECTION 3. Other Offices. The Company may also have offices at such other places as the Board of Directors may from time to time determine or the business of the Company may require.

ARTICLE II.

MEETING OF STOCKHOLDERS

SECTION 1. Place of Meetings. All meetings of stockholders shall be held at the principal office of the Company, or at such other place as shall be determined by the Board of Directors and specified in the notice of the meeting.

SECTION 2. Annual Meeting. The annual meeting of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect by written ballot a Board of Directors and transact such other business as may properly be brought before the meeting of stockholders.

SECTION 3. Notice of Annual Meeting. Written or printed notice of the annual meeting stating the place, day, and hour thereof, shall be served upon or mailed to each stockholder entitled to vote thereat at such address as appears on the books of the Company, not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 4. Business at Annual Meeting.

(a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be

otherwise properly brought before an annual meeting by a stockholder, the stockholder must have given notice thereof in writing to the Secretary of the Company on or before the later to occur of (i) sixty (60) days prior to the date of the meeting or (ii) ten (10) days after the Board of Directors first publishes the date of the meeting. A stockholder’s notice to the Secretary of the Company shall set forth as to each matter the stockholder proposed to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the Company which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business.

(b) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting of stockholders except in accordance with the procedures set forth in this Section 4; provided, however, that nothing in this Section 4 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with said procedures.

(c) The chairperson of an annual meeting of stockholders shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before such meeting in accordance with the provisions of this Section 4, and if he or she should so determine, he or she shall so declare to such meeting, and any such business not properly brought before such meeting shall not be transacted.

(d) Only persons who are nominated in accordance with the procedures set forth in Article III shall be eligible for election as directors at an annual meeting of stockholders.

(e) Matters to be properly brought before an annual meeting of stockholders shall be subject to such further limitations as the Board of Directors may from time to time adopt.

SECTION 5. Special Meeting. Special meetings of stockholders shall be called by the President or the Board of Directors, and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors. Such request shall state the purpose(s) of the proposed meeting, and any purpose so stated shall be conclusively deemed to be a “proper” purpose.

SECTION 6. Notice of Special Meeting. Written or printed notice of a special meeting stating the place, day, hour and purpose(s) thereof, shall be served upon or mailed to each stockholder entitled to vote thereat at such address as appears on the books of the Company, not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 7. Business at Special Meeting. Business transacted at all special meetings of stockholders shall be confined to the purpose or purposes stated in the notice.

SECTION 8. Stockholder List. At least ten (10) days before each meeting of stockholders, a complete list of stockholders entitled to vote at each such meeting or in any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, shall be prepared by the Secretary. Such list shall be open to the examination of

2

any stockholder, for any purpose germane to the meeting, during ordinary business hours for such ten (10) day period either at a place within the city where the meeting is to be held, or, if not so specified, the place where the meeting is to be held. Such list shall also be produced and kept open at the time and place of the meeting.

SECTION 9. Quorum. The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote thereat, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. The stockholders present may adjourn the meeting despite the absence of a quorum. When a meeting is adjourned for less than thirty (30) days in any one adjournment, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted which might have been transacted on the original date of the meeting. When a meeting is adjourned for thirty (30) days or more, notices of the adjourned meeting shall be given as in the case of an original meeting.

SECTION 10. Proxies. At any meetings of the stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder or by his duly authorized attorney-in-fact and bearing a date not more than eleven (11) months prior to said meeting.

SECTION 11. Voting. Unless otherwise provided by statute, each stockholder having the right to vote shall be entitled to vote each share of stock having voting power registered in his name on the books of the Company. Cumulative voting for directors is prohibited.

SECTION 12. Consent of Stockholders in Lieu of Meeting. Any action which may be taken at a special or annual meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by all of the holders of outstanding stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III.

BOARD OF DIRECTORS

SECTION 1. Number of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors and may be increased or decreased (provided such decrease does not shorten the term of any incumbent director) from time to time by resolution of the Board of Directors. Each director shall hold office for the term for which he or she is elected, and until his successor shall have been elected and qualified or until his earlier death, resignation or removal.

SECTION 2. Election and Term. Except as provided in Section 3 of this Article III, directors shall be elected at the annual meeting of the stockholders, and each director shall be elected to serve until the next annual meeting or until his term expires and, the foregoing notwithstanding, shall serve until his or her successor shall have been elected and duly qualified or until his or her earlier death, resignation or removal. Directors need not be stockholders.

3

SECTION 3. Vacancies and Newly Created Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, although less than a quorum, except where the vacancies have been created by removal of directors by the owners of a majority of the outstanding shares of capital stock. In the event of such removal, the resulting vacancies shall be filled by the owners of the majority of the outstanding shares of capital stock.

SECTION 4. Resignation; Removal. Any director may resign at any time by giving written notice thereof to the Board of Directors. Any such resignation shall take effect as of its date unless some other date is specified therein, in which event it shall be effective as of that date. The acceptance of such resignation shall not be necessary to make it effective. The Board of Directors may, by majority vote of the directors then in office, remove a director for cause. The owners of a majority of the outstanding shares of capital stock may remove any director or the entire Board of Directors, with or without cause, either by a vote at a special meeting or annual meeting, or by written consent.

SECTION 5. Interested Directors; Quorum.

(a) No contract or transaction between the Company and one or more of its Directors or officers, or between the Company and any other corporation, partnership, association or other organization in which one or more of its Directors or officers are Directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board of Directors or a committee thereof which authorizes the contract or transaction, or solely because the votes of one or more of such directors or officers are counted for such purpose, if:

1. The material facts as to that person’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

2. The material facts as to that person’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

3. The contract or transaction is fair as to the Company as of the time that it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders.

(b) Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

4

ARTICLE IV.

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. Regular Meetings. Upon the adjournment of the annual meeting of stockholders, the Board of Directors shall meet as soon as practicable to appoint the members of such committees of the Board of Directors as the Board of Directors may deem necessary or advisable, to elect officers for the ensuing year, and to transact such other business as may properly come before the Board of Directors at such meeting. No notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting provided a quorum shall be present. Regular meetings may be held at such other times as shall be designated by the Board of Directors without notice to the directors.

SECTION 2. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the chairman of the board, president, chairman of the executive committee or by two or more directors. Notice of each meeting shall be given at least three (3) days prior to the date of the meeting either personally, or by telephone or telegraph to each director, and shall state the purpose, place, day and hour of the meeting.

SECTION 3. Quorum and Voting. At all meetings of the Board of Directors (except in the case of a meeting convened for the purpose specified in Article III, Section 3 of these Bylaws) a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum is not present at any such meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

SECTION 4. Telephone Meetings. At any meeting of the Board of Directors, a member may attend by telephone, radio, television, or similar means of communication which permits him or her to participate in the meeting, and a director so attending shall be deemed present at the meeting for all purposes including the determination of whether a quorum is present.

SECTION 5. Action by Written Consent. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the Board of Directors.

ARTICLE V.

COMMITTEES

SECTION 1. Executive Committee. The Board of Directors, by resolution may designate one or more directors to constitute an Executive Committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the Company, except where action of the Board of Directors is required by statute.

5

SECTION 2. Other Committees. The Board of Directors may by resolution create other committees for such terms and with such powers and duties as the Board of Directors shall deem appropriate.

SECTION 3. Organization of Committees. The chairman of each committee of the Board of Directors shall be chosen by the members thereof. Each committee shall elect a secretary, who shall be either a member of the committee or the Secretary of the Company. The chairman of each committee shall preside at all meetings of such committee.

SECTION 4. Meetings. Regular meetings of each committee may be held without the giving of notice if a day of the week, a time, and a place shall have been established by the committee for such meetings. Special meetings (and, if the requirements of the preceding sentence have not been met, regular meetings) shall be called as provided in Article IV, Section 3 with respect to notices of special meetings of the Board of Directors.

SECTION 5. Quorum and Manner of Acting. A majority of the members of each committee must be present either in person or by telephone, radio, television or similar means of communication, at each meeting of such committee in order to constitute a quorum for the transaction of business. The act of a majority of the members so present at a meeting at which a quorum is present shall be the act of such committee. The members of each committee shall act only as a committee, and shall have no power or authority, as such, by virtue of their membership on the committee.

SECTION 6. Action by Written Consent. Any action required or permitted to be taken by any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the committee.

SECTION 7. Record of Committee Action; Reports. Each committee shall maintain a record, which need not be in the form of complete minutes, of the action taken by it at each meeting, which record shall include the date, time, and place of the meeting, the names of the members present and absent, the action considered, and the number of votes cast for and against the adoption of the action considered. All action by each committee shall be reported to the Board of Directors at its meeting next succeeding such action, such report to be in sufficient detail as to enable the Board of Directors to be informed of the conduct of the Company’s business and affairs since the last meeting of the Board of Directors.

SECTION 8. Removal. Any member of any committee may be removed from such committee, either with or without cause, at any time, by resolution adopted by a majority of the whole Board of Directors at any meeting of the Board of Directors.

SECTION 9. Vacancies. Any vacancy in any committee shall be filled by the Board of Directors in the manner prescribed by these Bylaws for the original appointment of the members of such committee.

ARTICLE VI.

OFFICERS

6

SECTION 1. Appointment and Term of Office. The officers of the Company shall consist of a President, a Secretary and a Treasurer and may include a Chief Financial Officer, Chief Operating Officer, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be appointed by the Board of Directors. One of the directors may also be chosen Chairman of the Board of Directors. Each of such officers (except as may be appointed pursuant to Section 5(j) of this Article VI), shall be chosen annually by the Board of Directors at its regular meeting immediately following the annual meeting of stockholders and, subject to any earlier resignation or removal, shall hold office until the next annual meeting of stockholders or until his successor is elected and duly qualified. Two or more offices may be held by the same person.

SECTION 2. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company shall be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

SECTION 3. Vacancies. A vacancy in the office of any officer may be filled by vote of a majority of the directors for the unexpired portion of the term.

SECTION 4. Salaries. The salaries of all officers of the Company shall be fixed by the Board of Directors except as otherwise directed by the Board of Directors.

SECTION 5. Powers and Duties. The powers and duties of the officers shall be those usually pertaining to their respective offices, subject to the general direction and supervision of the Board of Directors. Such powers and duties shall include the following:

a. Chairman of the Board. The Board of Directors may select from among its members a Chairman of the Board who shall preside when present at all meetings of the shareholders and at all meetings of the Board of Directors and approve the minutes of all proceedings thereat, and he or she shall be available to consult with and advise the officers of the Company with respect to the conduct of the business and affairs of the Company and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him or her by the Board of Directors.

b. President. The President shall be the chief executive officer of the Company unless the Board of Directors designates the Chairman of the Board as chief executive officer. Subject to the control of the Board of Directors, the President shall have general executive charge, management and control of the affairs, properties and operations of the Company in the ordinary course of its business, with all such duties, powers and authority with respect to such affairs, properties and operations as may be reasonably incident to such responsibilities; he or she may appoint or employ and discharge employees and agents of the Company and fix their compensation; he or she may make, execute, acknowledge and deliver any and all contracts, leases, deeds, conveyances, assignments, bills of sale, transfers, releases and receipts, any and all mortgages, deeds of trust, indentures, pledges, chattel mortgages, liens and hypothecations, and any and all bonds, debentures, notes, other evidences of indebtedness and any and all other obligations and encumbrances and any and all other instruments,

7

documents and papers of any kind or character for and on behalf of and in the name of the Company, and, with the Secretary or an Assistant Secretary, he or she may sign all certificates for shares of the capital stock of the Company; he or she shall do and perform such other duties and have such additional authority and powers as from time to time may be assigned to or conferred upon him or her by the Board of Directors.

c. Chief Operating Officer. In the absence of the Chairman of the Board and the President or in the event of their death, inability, or refusal to act, the Company may designate a Chief Operating Officer to perform the duties of Chairman of the Board, and when so acting, to have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board. The Chief Operating Officer shall perform such other duties as from time to time may be assigned to him or her by the President, by the Chairman of the Board or by the Board of Directors.

d. Vice Presidents. Each Vice President shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him or her by the President or the Board of Directors. In the absence of the President or in the event of his or her death, inability, or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Company; and shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

e. Chief Financial Officer. The Chief Financial Officer shall perform such duties as are customary for a chief financial officer to perform and such other duties as the Board of Directors or the President shall prescribe.

f. Secretary. It shall be the duty of the Secretary to give notice to and attend all meetings of the stockholders and Board of Directors and record correctly all votes, actions and the minutes of all proceedings in a book suitable for that purpose. It shall also be the duty of the Secretary to attest, with his or her signature and the seal of the Company, all stock certificates issued by the Company and to keep a stock ledger in which shall be correctly recorded all transactions pertaining to the capital stock of the Company. He or she shall also attest, with his or her signature and the seal of the Company, all deeds, conveyances, or other instruments requiring the seal of the Company. The person holding the office of Secretary shall also perform, under the direction and subject to the control of the President and the Board of Directors, such other duties as may be assigned to him. The duties of the Secretary may also be performed by any Assistant Secretary. In the absence of the appointment of a Treasurer for the Company, the Secretary shall perform the duties of the Treasurer.

g. Assistant Secretaries. Assistant Secretaries of the Company, if any, in order of their seniority or in any other order determined by the Board of Directors, shall generally assist the Secretary and perform such other duties as the Board of Directors or the Secretary shall prescribe, and, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary.

8

h. Treasurer. The Treasurer shall have the care and custody of all the funds of the Company and shall deposit such funds in such banks or other depositories as the Board of Directors, or any officer or officers, or any officer and agent jointly, duly authorized by the Board of Directors, shall, from time to time, direct or approve. He or she shall disburse the funds of the Company under the direction of the Board of Directors and the President. He or she shall keep a full and accurate account of all moneys received and paid on account of the Company and shall render a statement of his or her accounts whenever the Board of Directors, the Chairman or the President shall so request. He or she shall perform all other necessary actions and duties in connection with the administration of the financial affairs of the Company and shall generally perform all of the duties usually appertaining to the office of treasurer of a corporation. When required by the Board of Directors, he or she shall give bonds for the faithful discharge of his duties in such sums and with such sureties as the Board of Directors shall approve.

i. Assistant Treasurers. Assistant Treasurers of the Company, if any, in order of their seniority or in any other order determined by the Board of Directors, shall generally assist the Treasurer and perform such other duties as the Board of Directors or the Treasurer shall prescribe, and, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.

j. Other Officers. The Board of Directors may appoint such other officers, agents, or employees as it may deem necessary for the conduct of the business of the Company. In addition, the Board of Directors may authorize the President or some other officers to appoint such agents or employees as they deem necessary for the conduct of the business of the Company.

SECTION 6. Resignations. Any officer may resign at any time by giving written notice thereof to the Board of Directors. Any such resignation shall take effect as of its date unless some other date is specified therein, in which event it shall be effective as of that date. The acceptance of such resignation shall not be necessary to make it effective.

SECTION 7. Delegation of Authority. In the case of any absence of any officer of the Company, or for any other reason that the Board of Directors may deem sufficient, the President or the Board of Directors may delegate some or all the powers or duties of such officer to any other officer or to any director, employee, shareholder or agent for whatever period of time seems desirable.

ARTICLE VII.

SHARES OF STOCK AND THEIR TRANSFER; BOOKS

SECTION 1. Forms of Certificates. Shares of the capital stock of the Company shall be represented by certificates in such form, not inconsistent with law or with the Certificate of Incorporation of the Company, as shall be approved by the Board of Directors, and shall be signed by the Chairman of the Board or President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of the signatures on a

9

certificate may be a facsimile. In the event any such officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to hold such office or to be employed by the Company before such certificate is issued, such certificate may be issued by the Company with the same effect as if such officer had held such office on the date of issue.

SECTION 2. Transfer of Shares. Registration of transfers of shares of capital stock shall be made only in the stock ledger of the Company upon request of the registered holder of such shares, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, and upon the surrender of the certificate or certificates evidencing such shares properly endorsed or accompanied by a stock power duly executed, together with such proof of the authenticity of signatures as the Company may reasonably require.

SECTION 3. Stockholders of Record. Stockholders of record entitled to vote at any meeting of stockholders or entitled to receive payment of any dividend or to any allotment of rights or to exercise the rights in respect of any change or conversion or exchange of capital stock shall be determined according to the Company’s record of stockholders and, if so determined by the Board of Directors in the manner provided by statute, shall be such stockholders of record (a) at the date fixed for closing the stock transfer books, or (b) as of the date of record.

SECTION 4. Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct the issuance of new or duplicate stock certificates in place of lost, stolen, or destroyed certificates, upon being furnished with evidence satisfactory to it of the loss, theft, or destruction and upon being furnished with indemnity satisfactory to it. The Board of Directors may delegate to any officer authority to administer the provisions of this Section.

SECTION 5. Closing of Transfer Books. The Board of Directors shall have power to close the stock transfer books of the Company for a period not exceeding sixty (60) days nor less than ten days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when change or conversion or exchange of capital stock shall go into effect, or for a period not exceeding sixty (60) days nor less than ten (10) days in connection with obtaining the consent of stockholders for any purpose; or the Board of Directors may, in its discretion, fix a date, not more than sixty (60) days nor less than ten (10) days before any stockholders’ meeting, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and at any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of such change, conversion, or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting and at any adjournment thereof, or to receive payment of such dividend, or to exercise rights, or to give such consent as the case may be, notwithstanding any transfer of any stock on the books of the Company after such record date fixed as aforesaid.

SECTION 6. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issuance, transfer, and registration of certificates of stock. The Board of Directors may appoint one or more transfer agents or registrars, or both, and may require all certificates of stock to bear the signature of either or both.

10

SECTION 7. Examination of Books by Stockholders. The original or duplicate stock ledger of the Company containing the names and addresses of the stockholders and the number of shares held by them and the other books and records of the Company shall, at all times during the usual hours of business, be available for inspection at its principal office, and any stockholder, upon compliance with the conditions set forth in and to the extent authorized by Section 220 of the Delaware General Corporation Law, shall have the right to inspect such books and records.

ARTICLE VIII.

INDEMNIFICATION AND INSURANCE

SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other than those by or in the Right of the Company. Subject to Section 3 of this Article VIII, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Company. Subject to Section 3 of this Article VIII, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

11

SECTION 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders. To the extent, however, that a director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

SECTION 4. Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding may be required by the Board of Directors to be paid (upon such terms and conditions, if any, as the Board of Directors deems appropriate) by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article VIII.

SECTION 5. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in a person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Company that indemnification of the persons specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Company has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

SECTION 6. Insurance. The Company may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

12

ARTICLE IX.

MISCELLANEOUS

SECTION 1. Fiscal Year. Until otherwise determined by the Board of Directors, the fiscal year of the Company shall be the calendar year.

SECTION 2. Waiver of Notice. The giving of any notice of the time, place, or purpose of holding any meeting of stockholders or directors and any requirement as to publication thereof, whether statutory or otherwise, shall be waived by the attendance at such meeting by any person entitled to receive such notice and may be waived by such person by an instrument in writing executed and filed with the records of the meeting, either before or after the holding thereof.

SECTION 2. Amendments. Unless otherwise provided in the Certificate of Incorporation, any Bylaw (including these Bylaws) may be adopted, amended or repealed by the vote of the recordholders of a majority of the outstanding shares of common stock then entitled to vote, voting together as a single class, or by vote of the Board of Directors or by a written consent of the Board of Directors.

Adopted: August 25, 2006

13

EX-3.15

Exhibit 3.15

FILED IN OFFICE OF

  STATE CORPORATION COMMISSION

  OF NEW MEXICO

  JAN 18 1991

CORPORATION DEPT.

ARTICLES OF INCORPORATION

OF

GIANT STOP-N-GO OF NEW NEXICO, INC.

The undersigned, acting as incorporator of a corporation under the New Mexico Business Corporation Act, adopts the following Articles of Incorporation for the corporation:

ARTICLE I

Its corporate name shall be “Giant Stop-N-Go of New Mexico, Inc.”

ARTICLE II

It is organized to own and operate properties and businesses engaged in buying, selling, marketing, distributing and transporting petroleum products and other goods and services and to transact any lawful business for which corporations may be incorporated under the New Mexico Business Corporation Act.

ARTICLE III

It has the authority to issue 500,000 shares of Common.

ARTICLE IV

Its initial registered office address will be 217 West Manhattan Avenue, Santa Fe, NM 87501, and its initial registered agent at that address is CT Corporation System.

ARTICLE V

The names and addresses of the three (3) directors who will constitute its initial board of directors are:

James E. Acridge	Robert L. Harvey
4939 E. Horseshoe Road	6852 E. Fanfol Drive
Paradise Valley, AZ 85253	Paradise Valley, AZ 85253
Frederic L. Holliger
10422 E. Windrose Drive
Scottsdale, AZ 85259

DATED: January 18, 1991.

/s/ Thomas W. Olson

Thomas W. Olson

325 Paseo De Peralta

Santa Fe, New Mexico 87501

EX-3.16

Exhibit 3.16

BY-LAWS

OF

GIANT STOP-N-GO OF NEW MEXICO, INC.

ARTICLE I

LOCATION OF OFFICE

The principal office of the corporation in the State of New Mexico shall be located in the City of Santa Fe, County of Santa Fe. The corporation may have such other offices, either within or without the State of New Mexico, as the business of the corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held in the second quarter of each fiscal year for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. In the event that such annual meeting is omitted by oversight or otherwise on the date herein provided for, the Board of Directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for the annual shareholders’ meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the president, the Secretary, by a majority of the Board of Directors or by the holders of not less than a majority of all the outstanding shares of the corporation.

SECTION 3. PLACE OF MEETING. The President or Secretary may designate any place, either within or without the state of New Mexico, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders also may designate any place, either within or without the State of New Mexico, as the place for the holding of such meeting. If no designation is made or if a special meeting be otherwise called, the place for the holding of such meeting shall be the principal office of the corporation in the State of New Mexico.

1

SECTION 4. NOTICE OF SHAREHOLDERS’ MEETINGS. Written notice of all shareholders’ meeting stating the time and the place, and the objects for which such meetings are called, shall be given by the President or a Vice President or the Treasurer or the Secretary or an Assistant Secretary or by any one or more shareholders entitled to call a special meeting of the shareholders personally or by mail not less than ten nor more than fifty days prior to the date of the meeting, to each shareholder of record at his address as it appears on the stock books of the corporation, unless he shall have filed with the Secretary of the corporation a written request that notice intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request.

SECTION 5. QUORUM OF SHAREHOLDERS. At any meeting of the shareholders, a majority in interest of all the capital stock issued and outstanding, represented by shareholders of record in person or by proxy, shall constitute a quorum, but a lesser interest may adjourn any meeting, and the meeting may be held as adjourned without further notice; provided, however, that Directors shall not be elected at meetings so adjourned. When a quorum is present at any meeting, a majority in interest of the stock represented thereat shall decide any question brought before such meeting, unless the question is one upon which by express provision of law or of the Articles of Incorporation or of these bylaws a larger or different vote is required, in which case such express provision shall govern and control the decision of such question.

SECTION 6. VOTING. Voting of shares shall be in accordance with the Business Corporation Act of New Mexico (Sections 53-11-1 through 53-11-51), or other applicable statutes, as now existing or as hereafter amended. Unissued shares shall not be voted. There shall be no cumulative voting.

SECTION 7. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting.

SECTION 8. ACTION BY CONSENT. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the effect of a unanimous vote.

2

ARTICLE III

STOCK

SECTION 1. CERTIFICATES. Certificates of stock shall be in a form approved and adopted by the Board of Directors. They shall be signed by the chairman or vice-chairman of the Board of Directors and by the treasurer or assistant treasurer or by the President or Vice President, counter-signed by the Secretary, and attested by the corporate seal. They shall be consecutively numbered and state upon their face the information required by law. The name and address of the person owning the shares with the number of shares and the date of issue shall be entered on the Corporation’s books.

SECTION 2. ASSIGNMENT AND CANCELLATION. All certificates of stock transferred by assignment shall be surrendered for cancellation and new certificates issued to the purchasers or assignees.

SECTION 3. TRANSFER. Shares of stock shall be transferred on the books of the Corporation only by the holder thereof in person or by his attorney-in-fact.

SECTION 4. RESTRICTIONS ON TRANSFER AND OWNERSHIP. Shares of this Corporation shall not be sold or transferred to any person or otherwise disposed of without the unanimous consent at a meeting of all shareholders, except such shares as shall from time to time devolve by operation of law. Ownership and transfer of shares shall be further restricted as set forth in the Articles of Incorporation and pursuant to agreements, if any, entered into from time to time between or among the shareholders.

SECTION 5. LEGEND. All stock certificates shall bear a legend referring to the restrictions of ownership and transfer as set forth in the Articles of Incorporation and any agreement among or between shareholders relating thereto.

ARTICLE IV

DIRECTORS

SECTION 1. GENERAL POWERS. The Board of Directors shall have the entire management of the business of the corporation. In the management and control of the property, business, and affairs of the corporation, the Board of Directors is hereby vested with all the powers possessed by the corporation itself, so far as this delegation of authority is not inconsistent with laws of the State of New Mexico, with the Articles of Incorporation of the corporation, or with these bylaws. The Board of Directors shall have the power to determine what constitutes net earnings, profits, and surplus, respectively, what amount shall be reserved for working capital and for any other purpose, and what amount shall be declared as dividends, and such determination by the Board of Directors shall be final and conclusive.

3

SECTION 2. NUMBER, TENURE AND DISQUALIFICATIONS. The number of Directors of the corporation shall be three. Each Director shall hold office for the term for which he is elected or until his successor shall have been elected and qualified. Directors need not be residents of New Mexico nor shareholders of the corporation.

SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of New Mexico, for the holding of additional regular meetings without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or anyone Director. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of New Mexico, as the place for holding any special meeting of the Board of Directors called by them.

SECTION 5. NOTICE. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each Director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 6. QUORUM. A majority of the number of Directors fixed by these bylaws as constituting the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number (not less than two) may adjourn any meeting and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the members present thereat shall decide any question brought before such meeting, except as otherwise provided by law or by these laws.

SECTION 7. MANNER OF ACTING. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

4

SECTION 8. ACTION BY CONSENT. Any action required to be taken at a meeting of the Directors, or any other action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the effect of a unanimous vote and shall be equally valid as if said action were approved at a meeting.

SECTION 9. PARTICIPATION BY TELEPHONE. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors or in a directorship to be filled by reason of any increase in the number of directors, may be filled by the Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

SECTION 11. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

ARTICLE V

OFFICERS

SECTION 1. NUMBER. The officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors, by resolution, may create the offices of one or more Assistant Treasurers and Assistant Secretaries, all of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract right, if any, of the person so removed.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. PRESIDENT. The President shall be the chief executive officer of the corporation. The President, unless some other person is specifically authorized by vote of the Board of Directors, shall sign all certificates of stock, bonds, deeds, mortgages, extension agreements, modification of mortgage agreements, leases, and contracts of the corporation. He shall perform all the duties commonly incident to his office and shall perform such other duties as the Board of Directors shall designate.

SECTION 6. VICE PRESIDENT. Except as specially limited by vote of the Board of Directors, any Vice President shall perform the duties and have the powers of the President during the absence or disability of the President and shall have the power to sign all certificates of stock, bonds, deeds, and contracts of the corporation. He shall perform such other duties and have such other powers as the Board of Directors shall designate.

SECTION 7. TREASURER. The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers, and documents of the corporation and shall have and exercise, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office. He shall deposit all funds of the corporation in such bank or banks as the directors shall designate. He may endorse for deposit or collection all checks and notes payable to the corporation or to its order, may accept drafts on behalf of the corporation, and together with the President or a Vice President may assign certificates of stock. He shall keep accurate books of account of the corporation’s transactions which shall be the property of the corporation, and shall be subject at all times to the inspection and control of title Board of Directors.

SECTION 8. SECRETARY. The Secretary shall keep accurate minutes of all meetings of the shareholders and the Board of Directors, and shall perform all the duties commonly incident to his office, and shall perform such other duties and have such other powers as the Board of Directors shall designate. The Secretary shall have power, together with the President or a Vice President, to sign certificates of stock of the corporation. In his absence at any meeting an Assistant Secretary or a Secretary Pro Tempore shall perform his duties thereat.

SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries as thereunto authorized by the Board of Directors may sign with the President or a Vice President certificates for shares of the corporation, the issue of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers and Assistant Secretaries, in general, shall

perform such duties as shall be assigned to them by the Treasurer or the Secretary respectively, or by the President or the Board of Directors.

6

SECTION 10. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall be the twelve-month period ending December of each year.

ARTICLE VIII

DIVIDENDS

SECTION 1. SOURCE AND FORM. Dividends may be declared in the form of cash, in the corporation’s authorized but unissued shares, or in the property of the corporation. No dividends shall be declared or paid on the stock of the corporation if, were the dividends paid, either (1) the corporation would be unable to pay its debts as they become due in the usual course of its business; or (2) the corporation’s total assets would be less than the sum of its total liabilities and the maximum amount that then would be payable, in any liquidation, in respect of all outstanding shares having preferential rights in liquidation.

7

SECTION 2. DECLARATION. The date for the declaration of dividends shall be the date of the meeting of the Board of Directors at which the dividends shall be declared. The Board of Directors in its discretion shall declare what, if any, dividends shall be issued upon the stock of the corporation. Dividends may be declared at any meeting, regular or special, of the Board of Directors. The Board of Directors may fix in advance a record date for the determination of the shareholders entitled to a dividend distribution, which date shall not be less than three (3) days nor more than twenty (20) days from the date on which such Board took such action. The shareholders of record as of the record date shall be entitled to receive the dividends.

ARTICLE IX

SEAL

The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of these bylaws or under the provisions of the Articles of Incorporation or under the provisions of the law under which this corporation is organized, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation, by approval given to these bylaws, indemnifies each and every Director and officer and each person who may hereafter at any time serve at its request as a Director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by each such Director and officer in connection with the settlement or defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such Director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the corporation; and it specifically indemnifies each such Director and officer from payment of any judgment, levy, or demand that might be granted against any such Director or officer by virtue of his occupancy of said directorship or office growing out of any such action, suit, or proceeding.

The indemnification described in this ARTICLE XI is in addition to, and not in lieu of, the indemnification of directors and officers described in Section 53-11-4.1 NMSA 1978, as the same may be amended from time to time.

8

ARTICLE XII

AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted at any annual meeting of the Board of Directors of the corporation or at any special meeting when the proposal to amend these bylaws has been stated in the notice of such special meeting, by a majority vote of the directors represented at the meeting.

9

EX-3.17

Exhibit 3.17

ARTICLES OF INCORPORATION

OF

SAN JUAN REFINING COMPANY

The undersigned, acting as incorporator of a corporation under the New Mexico Business Corporation Act, adopts the following Articles of Incorporation for the corporation:

ARTICLE I

Name

The name of the corporation is SAN JUAN REFINING COMPANY.

ARTICLE II

Purpose

The purposes for which the corporation is organized are: to own and operate properties and businesses engaged in buying, refining, selling, marketing, distributing and transporting petroleum products and other goods and services and to transact any lawful business for which corporations may be incorporated under the New Mexico Business Corporation Act.

ARTICLE III

Duration

The period of the duration of the corporation shall be perpetual, unless dissolved according to law.

ARTICLE IV

Stock

The aggregate number of authorized shares which the corporation shall have authority to issue is 500,000 shares of common, no par value per share.

ARTICLE V

Registered Office and Agent

Its initial registered office address is 325 Paseo de Peralta, Santa Fe, New Mexico 87501, and its initial registered agent at that address is Montgomery & Andrews, Professional Association.

ARTICLE VI

Initial Board of Directors

The business of the Corporation shall be managed by a Board of Directors consisting of not fewer than one (1) person, the exact number to be determined from time to time by the Board of Directors. The Directors shall have the power to adopt, amend and rescind the Bylaws of the Corporation which shall govern the regulation of the internal affairs of the Corporation.

The names and street addresses of the members of the initial Board of Directors of the Corporation, who shall hold office until the initial meeting of the shareholders, and thereafter until their successors are elected and qualified are as follows:

NAME	ADDRESS
James E. Acridge	4939 E. Horseshoe Road
Chairman of the Board	Paradise Valley, AZ 85253
Morgan M. Gust	4636 N. Dromedary
	Phoenix, AZ 85377
Frederic L. Holliger	10422 E. Windrose Drive
	Scottsdale, AZ 85259

ARTICLE VII

Indemnification of Directors and Officers

The corporation shall indemnify its directors and officers to the fullest extent permitted by New Mexico law.

ARTICLE VIII

Limitation of Liability of Directors

In accordance with N.M.S.A. 1978, § 53-12-2 (E) (Cum. Supp. 1993), a director shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as director unless:

1. The director has breached or failed to perform the duties of the director’s office in compliance with subsection (B) of Section 53-11-35 N.M.S.A. 1978;

2. The breach or failure to perform constitutes:

a. negligence, willful misconduct or recklessness in the case of a director who has either an ownership interest in the corporation or receives in his capacity as a director or as an employee of the corporation compensation of more than Two Thousand Dollars ($2,000.00) from the corporation in any calendar year; or

b. willful misconduct or recklessness in the case of a director who does not have an ownership interest in the corporation and does not receive in his capacity as director or as an employee of the corporation compensation of more than Two Thousand Dollars ($2,000.00) from the corporation in any calendar year.

The foregoing provision shall only eliminate the liability of a director for action taken as a director or any failure to take action as a director at meetings of the board of directors or of a committee of the board of directors, or by virtue of action of the directors without a meeting pursuant to Section 53-11-43 N.M.S.A. 1978, on or after the date when such provision in the Articles of Incorporation becomes effective.

ARTICLE IX

Incorporation

The name and address of the incorporator is as follows:

NAME	ADDRESS
Gary Kilpatric	325 Paseo de Peralta
	Santa Fe, New Mexico 87501

DATED:                         , 1995

/s/ Gary Kilpatric

Gary Kilpatric

325 Paseo de Peralta

Santa Fe, New Mexico 87501

EX-3.18

Exhibit 3.18

BYLAWS

OF

SAN JUAN REFINING COMPANY

I.

SHAREHOLDERS

A. Meetings: The Annual Meeting of Shareholders will be held in the month of May at the time and place fixed by the Board. Special Meetings of Shareholders may be called by the President, the Board, or the holders of one-tenth of the shares entitled to vote at the meeting, and will be held at the time and place fixed by the person calling the Special Meeting. If the place of meeting is not fixed, the meeting will be held at the registered office of the Corporation.

B. Notice: Written Notice stating the time, place, and, if a special Meeting, the purpose, will be delivered not less than ten nor more than fifty days before the meeting date either personally or by mail at the direction of the President, the Secretary, or the persons calling the meeting, to each Shareholder of record entitled to vote at the meeting. If mailed, a Notice is deemed delivered when deposited postage prepaid in the United States mail addressed to the Shareholder at the address shown by the Corporation transfer books.

C. Quorum -Voting: A majority of the shares entitled to vote represented in person or by proxy will constitute a quorum at a meeting of Shareholders. A quorum once attained continues until adjournment despite voluntary withdrawal of enough shares to leave less than a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter will be the act of the Shareholders unless the vote of a greater number or class voting is required by the Business Corporation Act.

II.

DIRECTORS

A. Number, Tenure, Qualification, Election:

The Board will consist of not less than three (3) nor more than five (5) Directors who will be elected annually by the Shareholders at their Annual Meeting to serve until their successors have been elected and qualified. A Director need not be a Shareholder or a New Mexico resident. A Director may be removed with or without cause by the Shareholders, or may resign. Vacancies may be filled by a majority of the remaining Directors though less than a quorum. Newly created directorships may be filled by the Directors for a term of office continuing only until the next election of Directors by the Shareholders.

B. Meetings: An Annual Meeting of the Board will be held without notice immediately following the Shareholders’ Annual Meeting. Special Meetings of the Board may be called by any Director or Officer, and will be held at the time and place fixed by the person calling the Special Meeting. Written Notice stating the time, place and purpose of the Special Meeting will be delivered either personally, by mail, or by telegram at the direction of the person calling the meeting, to each Director at least 24 hours before the Special Meeting time. If mailed or telegraphed, a Notice is deemed delivered when deposited, postage or charges prepaid, with the transmitting agency, addressed to the Director.

C. Quorum - Action: A majority of the number of Directors then in office will constitute a quorum at Board Meetings. A quorum once attained continues until adjournment despite voluntary withdrawal of enough Directors to leave less than a quorum. The act of a majority of Directors present at a meeting at which a quorum is present will be the act of the Board. The Directors will manage the business and affairs of the corporation, and may act only as a Board with each Director having one vote.

D. Committees: The Board of Directors, by resolution adopted by a majority of the full Board, may designate from among its members one or more committees each of which shall have and may exercise all the authority of the Board to the extent provided by law.

III.

OFFICERS

A. Number. Tenure. Qualification and Election: The officers of the Corporation will be a President/Chief Executive Officer; Executive Vice President/Chief Operating Officer; Vice President/Chief Financial Officer; Vice President and General Counsel, Vice President Administration and Secretary; and, Vice President Finance, Treasurer and Assistant Secretary, and such other officers as the Board may decide, who will be elected annually by the Board at its Annual Meeting to serve until their successors are elected and qualified. Officers need not be Shareholders, or Directors, or New Mexico residents. An officer may be removed with or without cause by the Board, or may resign. Vacancies and newly created offices will be filled by the Board. One person may hold more than one office, but no person may be both President and Secretary. Officers will perform the duties, and will have the power and authority, assigned by the Board, incident to the office, and provided in the Bylaws.

B. President and Executive Vice President: The President, or the Executive Vice President during the absence, disability, or failure to act of the President, will be the chief executive officer of the Corporation, will preside at all Corporation meetings, and when authorized will execute and deliver documents in the name of the Corporation.

C. Secretary and Assistants: The Secretary, or any Assistant Secretary during the absence, disability, or failure to act, of the Secretary, will keep and have custody of, the record of Shareholders, the stock transfer books, and the minutes of the proceedings of the Shareholders and Directors, will give all Notices required, and when authorized will execute, attest, seal and deliver documents of the Corporation.

D. Treasurer and Assistants: The Treasurer, or any Assistant Treasurer during the absence, disability, or failure to act, of the Treasurer, will be custodian of the property of, and will be responsible for keeping, correct and complete books and records for account for, the Corporation.

IV.

ACTION WITHOUT A MEETING

Any action required or permitted to be taken at a meeting of Shareholders or Directors may be taken without a meeting if consent in writing setting forth the action so taken is signed by all of the Shareholders entitled to vote with respect to the subject matter thereof, or by all the Directors, as the case may be.

V.

WAIVER OF NOTICE

Whenever any notice is required to be given to any Shareholder or Director, a waiver thereof in writing signed by the person entitled to the notice is equivalent to the giving of the notice. The attendance of a Shareholder in person or by proxy, or of a Director, at a meeting constitutes a waiver of notice of the meeting except when attendance is for the sole purpose of objecting because the meeting is not lawfully called or convened.

VI.

SEAL

The Board may adopt a corporate seal which the Corporation may use by impressing or affixing it or a facsimile thereof, but the failure to have or affix a corporate seal does not affect the validity of any instrument or any action taken in reliance thereon or in pursuance thereof.

VII.

SHARE CERTIFICATES AND TRANSFER

The Board will adopt a form of certificate to represent the shares of the Corporation. Each Shareholder is entitled to a certificate, signed by the President or Executive Vice President, and the Secretary or an Assistant Secretary, and representing the number of full and fractional fully paid shares owned by the Shareholder. Share transfer and issuance will be done by the Secretary, or the designee thereof, in the manner provided by the Business Corporation Act and Uniform Commercial Code of New Mexico. The name and address of the Shareholder to whom the certificate is issued, the number and class of shares represented, and the date of original issue or from whom transferred shall be entered on the record of Shareholders of the Corporation. The person or entity in whose name shares stand on the record of Shareholders of the Corporation will be the Shareholder and will be deemed by the Corporation to be the owner of the shares for all purposes whether or not the Corporation has other knowledge. Shares will be transferred only on the stock transfer books of the Corporation.

VIII.

MONETARY MATTERS

A. Funds and Borrowing: The depository for corporate funds, the persons entitled to draw against these funds, the persons entitled to borrow on behalf of the Corporation, and the manner of accomplishing these matters will be determined by the Board.

B. Compensation: The compensation for Directors and Officers will be established by the Board. Compensation of employees will be established by the President subject to review by the Board.

C. Fiscal Year: The fiscal year of the Corporation will end December 31 or such other date as may be established by the Board.

IX.

INTERESTED PARTIES

No transaction of the Corporation will be affected because a Shareholder, Director, Officer or Employee of the Corporation is interested in the transaction. Such interested parties will be counted for quorum purposes, and may vote, when the Corporation considers the transaction. Such interested parties will not be liable to the Corporation for the party’s profits, or the Corporation’s losses, from the transaction.

X.

INDEMNIFICATION

The Corporation will indemnify and defend each of its Officers, Directors and employees, to the full extent permitted by law, against all claims and actions against any such person by reason of the fact that the person is or was an Officer, Director or employee of the Corporation.

XI.

AMENDMENTS

These Bylaws may be altered, amended, or repealed by the Board unless the power to do so is reserved to the Shareholders by the Articles of Incorporation.

SECRETARY’S CERTIFICATE

I certify the foregoing to be the true copy of the Bylaws duly adopted by the Corporation on September 15, 1995.

Secretary

EX-3.19

Exhibit 3.19

CERTIFICATE OF LIMITED PARTNERSHIP

OF

REFINERY HOLDING COMPANY, L.P.

May 4, 1993

This certificate of Limited Partnership (this “certificate”) of Refinery Holding Company, L.P. (the “Partnership”) is executed and filed for the purpose of forming a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act.

1. Name. The name of the Partnership is Refinery Holding Company, L.P.

2. Registered Office and Registered Agent. The address of the registered office of the Partnership in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County Of New Castle. The name of the registered agent of the Partnership in the State of Delaware at such address is The Corporation Trust Company.

3. General Partner. The name and business address of the general partner of the Partnership is:

Refinery Company, L.C., a Texas limited liability company, c/o the CIT Group/Equipment Financing, Inc., 1211 Avenue of the Americas, 21st Floor, New York, New York 10036.

IN WITNESS WHEREOF, the undersigned, being the sole general partner of the Partnership, has duly executed this Certificate as of the date first written above.

REFINERY COMPANY, L.C.,     General Partner
By:	/s/ Timothy J. Bennett
	Timothy J. Bennett Manager

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 05/04/1993

931245354 - 2335061

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP OF

REFINERY HOLDING COMPANY, L.P.

The undersigned, desiring to amend the Certificate of Limited Partnership of Refinery Holding Company, L.P., pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is Refinery Holding Company, L.P.

SECOND: Article 3. of the Certificate of Limited Partnership shall be amended as follows:

3. General Partner. The name and business address of the general partner of the Partnership is:

Refinery Company, L.C., a Texas limited liability company

6500 Trowbridge Drive

El Paso, Texas 79905.

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 14th day of November, 2001.

REFINERY COMPANY, L.C., General Partner
By:	/s/ Paul Foster
	Paul Foster, Manager

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 11/27/2001

010600404 - 2335061

2

CERTIFICATE OF .AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

REFINERY HOLDING COMPANY, L.P.

April 30, 2002

The undersigned, desiring to amend the Certificate of Limited Partnership of Refinery Holding Company, L.P., pursuant to the provisions of Section 17-202 of the Delaware Revised Uniform Limited Partnership Act does hereby certify as follows:

FIRST: The name of the Limited Partnership is Refinery Holding Company, L.P.

SECOND: The Certificate of Limited Partnership is amended and restated in its entirety as follows:

1. Name. The name of the Limited Partnership is Western Refining Company, L.P.

2. Registered Office and Registered Agent. The address of the registered office of the Limited Partnership in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent of the Limited Partnership is The Corporation Trust Company at the address of the registered office set forth above.

3. General Partner. The name and business address of the general partner of the Limited Partnership is:

Refinery Company, L.C., a Texas limited liability company,

5500 Trowbridge Drive

El Paso, Texas 79905

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership as of the date first written above.

Refinery Company, L.C., General Partner
By:	/s/ Paul Foster
	Paul Foster, Sole Manager

      STATE OF DELAWARE

      SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 05/08/2002

    020295059 - 2335061

3

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:54PM 03/28/2007

FTLED 01:54PM 03/28/2007

SRV 070371952 - 2335061 FTLE

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF WESTERN REFINING COMPANY, L.P.

March 28, 2007

The undersigned, desiring to amend the Certificate of Limited Partnership of Western Refining Company, L.P., pursuant to the provisions of Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, does hereby certify as follows:

FIRST: The name of the Limited Partnership is Western Refining Company, L.P.

SECOND: The Certificate of Limited Partnership is amended as follows:

General Partner: The name and business address of the general partner of the Limited Partnership is:

Western Refining GP, LLC, a Delaware limited liability company

6500 Trowbridge Drive

El Paso, TX 79905

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership as of the date first written above.

GENERAL PARTNER: WESTERN REFINING GP, LLC
By:	/s/ Scott Weaver
	Scott Weaver, Chief Administrative Officer

4

EX-3.20

Exhibit 3.20

SECOND AMENDED AND RESTATED LIMITED

PARTNERSHIP AGREEMENT OF

WESTERN REFINING COMPANY, L.P.

August 29, 2003

SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT OF

WESTERN REFINING COMPANY, L.P.

THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF WESTERN REFINING COMPANY, L.P. (this “Agreement” effective the 29th day of August, 2003 (the “Effective Date”), is made by and between: (i) Refinery Company, L.C., a Texas limited liability company, as general partner (as indicated and as additionally herein provided, the “General Partner”; and (ii) RHC Holdings, L.P., a Texas limited partnership, as limited partner (the “Limited Partner” (the General Partner and Limited Partner shall be collectively referred to herein as the “Partners”)

ARTICLE I

FORMATION AND ORGANIZATION-

1.1 Certain Definitions. Capitalized terms used in this Agreement have the following meanings:

“Act” means the Delaware Revised Uniform Limited Partnership Act, as from time to time amended.

“Adjusted Capital Account Deficit” means, with respect to any Interest Holder, the deficit balance, if any, in such Interest Holder’s capital Account as of the end of the relevant Allocation Year, after giving effect to the following adjustments:

(i) Credit to the Interest Holder’s capital Account any amounts which such Interest Holder is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(ii) Debit to the Interest Holder’s Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-l(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Second Amended and Restated Limited Partnership Agreement-Page 2 of 44

“Adjusted Capital Contributions” means, as of any day, an Interest Holder’s Capital Contributions adjusted as follows:

(i) Increased by the amount of any Partnership liabilities which, in connection with Distributions pursuant to this Agreement, are assumed by the Interest Holder or are secured by any property of the Partnership distributed to such Interest Holder;

(ii) Increased by any amounts actually paid by such Interest Holder to any Partnership lender pursuant to the terms of any Assumption Agreement; and

(iii) Reduced by the amount of cash and the Gross Asset Value of any Partnership Property distributed to the Interest Holder pursuant to this Agreement, and the amount of any liabilities of such Interest Holder assumed by the Partnership or which are secured by any property contributed by such Interest Holder to the Partnership.

In the event any Interest Holder transfers all or any portion of his Interest in accordance with the terms of this Agreement, his/her/its transferee shall succeed to the Adjusted Capital Contribution of the transferor to the extent it relates to the transferred Interest.

“Affiliate” means, when used with reference to a specified Person, any Person that directly or indirectly controls or is controlled by or is under common control with the specified Person. In the case of a Person who is an individual, Affiliate shall include (x) any member of the immediate family of such Person, including the spouse, siblings and lineal descendants and their spouses, of such immediate family member, (y) any trust whose principal beneficiary is such Person or one or more members of such Person’s immediate family, and (z) any Person or entity controlled by such individual’s immediate family or any such trust. For purposes of this definition “control” when used with respect to any specified Person or entity means the power to direct the management and policies of such Person or entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Second Amended and Restated Limited Partnership Agreement of Western Refining Company, L.P.

“Allocation Year” means (i) any period commencing on January 1 and ending on the following December 31, or (ii) any portion of the period described in clause (i) for which the Partnership is required to allocate Profits, Losses, and other items of Partnership income, gain, loss or deduction pursuant to Article III.

“Assumption Agreement” means any agreement among the Partnership, any of the Partners, and any Person to whom the Partnership is indebted pursuant to a loan agreement, any seller financing with respect to an installment sale, a reimbursement agreement, or any other arrangement (collectively, a “Loan” pursuant to which any Interest Holder expressly assumes any personal liability with respect to such Loan. The

Second Amended and Restated Limited Partnership Agreement-Page 3 of 44

amount of any such Loan shall be treated as assumed by the assuming Interest Holder for all purposes under this Agreement in the proportions set forth in such Assumption Agreement and the respective amounts so assumed shall be credited to the assuming Interest Holders’ respective Capital Accounts under Section 2.4(a)(i). To the extent such Loan is repaid by the Partnership, and not the assuming Interest Holder, the assuming Interest Holder’s capital Account shall be debited with his/her/its respective share of the repayments under 2.4(a)(ii). To the extent such Loan is actually repaid by the assuming Interest Holder from his/her/its own funds, there shall be no adjustments to the Capital Accounts of the assuming Interest Holders to the extent that those Interest Holders actually repay his/her/its allocation of such Loan.

“Assignee” means a person who has acquired a Limited Partner’s beneficial Interest or a portion thereof and has not become a substituted Limited Partner.

“Attempted Disposition” means any act or occurrence which would constitute a Disposition hereunder but for the fact that such act or occurrence was in breach of, or not in accordance with, the terms and provisions of this Agreement.

“Base Rate” means the rate of interest as officially designated from time to time by Bank of America, N.A. or by any successors to it, as being its “base rate” or “prime rate”, such interest being adjusted hereunder on an annual basis; in the event said bank ceases to designate a “Prime Rate” or a “Base Rate”, the “Base Rate”, as used herein, shall be established as the lowest base rate or prime rate published in the Wall Street Journal, or (if not so then published) by using the comparable rate published in some other comparable national publication.

“Capital Account” has the meaning set forth in Section 2.4.

“Capital Contribution” means, with respect to any Interest Holder, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership by such Person (or its predecessors in interest) with respect to the Interest held by such Person.

“Code” means the Internal Revenue Code of 1986, as amended.

“Depreciation” means, for each Allocation Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Allocation Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Allocation Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Allocation Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Allocation Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner, in its sole and absolute discretion.

Second Amended and Restated Limited Partnership Agreement-Page 4 of 44

“Determination Date” means (i) the date of the Offer, in the case of a purchase of an Interest pursuant to Section 9.2 hereof; or (ii) in the case of a purchase of an Interest upon an Involuntary Disposition pursuant to Section 9.3 hereof, the date of such Involuntary Disposition; or (iii) in the case of a purchase of an Interest upon termination of marital relationship pursuant to Section 9.4 hereof, the date of such termination of such marital relationship; or (iv) in the case of a purchase of an Interest upon death pursuant to Section 9.5(a) hereof, the date of such death; or (v) in the case of a purchase of an Interest upon Permanent Disability pursuant Section 9.5(b) hereof, the date of determination of such Permanent Disability.

“Dispute” has the meaning set forth in Article XI.

“Disposition” has the meaning set forth in Section 9.2.

“Distributable Funds” has the meaning set forth in Section 3.6.

“Distribution” means the transfer of money or property by the Partnership to the Interest Holders without consideration.

“Fiscal Year” or “Year” means a calendar year (or portion thereof) ending on December 31 of such year.

“General Partner” means (i) Refinery Company, L.C., (ii) any other Person or Persons that succeed Refinery Company, L.C. in that capacity or (iii) any other Person not otherwise identified or defined herein who shall be admitted as a General Partner in accordance with the provisions hereof.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the contributing Partner and the General Partner;

(ii) The Gross Asset Values of all Partnership Property shall be adjusted to equal their respective gross fair market values, as determined by the General Partner in its sole and absolute discretion, as of the following times: (A) the acquisition of an additional Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (B) a Capital Contribution by a Partner or Interest Holder of more than that Person’s pro rata contribution; (C) the Distribution by the Partnership to

Second Amended and Restated Limited Partnership Agreement-Page 5 of 44

an Interest Holder of more than a de minimis amount of Partnership Property as consideration for an Interest; and (D) the liquidation of the Partnership within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (A), (B), and (C) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the General Partner and Interest Holders in the Partnership;

(iii) The Gross Asset Value of any Partnership Property distributed to any Interest Holder shall be adjusted to equal the gross fair market value of that Partnership Property on the date of Distribution as determined by the distributee and the General Partner; and

(iv) The Gross Asset Value of Partnership Property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.704-l(b)(2)(iv)(m) and subparagraph (vi) of the definition of Profits and Losses in Section 1.1 or Section 3.2(g); provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent the General Partner determines that an adjustment pursuant to subparagraph (ii) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraphs (i), (ii), or (iv), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses. For purposes of this definition of Gross Asset Value, a Capital Contribution or Distribution shall be considered de minimis if its value is less than $1,000.00.

“Guaranteed Indebtedness” has the meaning set forth in Section 9.7.

“Interest” means a Person’s entire right, title and interest in the Partnership and all rights and benefits there from (including such Person’s capital Account, Ownership Percentage, and share of Profits, Losses and Distributions), together with all obligations of such Person to comply with the terms and provisions of this Agreement.

“Interest Holder” or “Interest Holders” means any and all Persons who hold an Interest, regardless of whether such Person has been admitted to the Partnership as a General Partner or Limited Partner, or is an Assignee of a Partner.

“Issuance Items” has the meaning set forth in Section 3.2(h).

Second Amended and Restated Limited Partnership Agreement-Page 6 of 44

“Involuntary Disposition” means: (i) committing an act of bankruptcy or making a general assignment for the benefit of creditors; or (ii) if there is filed by or against an Interest Holder other than the General Partner a petition in bankruptcy or a petition for the appointment of a receiver, or the commencement under any bankruptcy or insolvency laws of any proceeding for relief, composition, extension, arrangement or adjustment of any obligations of such an Interest Holder; or (iii) the issuance of any writ, attachment or similar process against the property of an Interest Holder other than the General Partner; or (iv) the taking of possession of or assumption of control of all or any substantial part of the property of an Interest Holder other than the General Partner by any government or agency thereof.

PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, there shall be no Involuntary Disposition pursuant to (ii), (iii), or (iv) above if, within sixty (60) days after: [a] any matter described in (ii), such filing, petition, or commencement is withdrawn, released, vacated or stayed; or [b] any matter described in (iii) above, such writ, attachment, or similar process is vacated, released, or bonded; or [c] any matter described in (iv) above, such taking of possession of or assumption of control shall have been rescinded or otherwise relinquished or abandoned.

The date of such Involuntary Disposition shall be: [i] with respect to any matter described in (i) upon the committing of such acts of bankruptcy or making of such general assignment; or [ii] with respect to any matter described in (ii), (iii), or (iv) above, upon the expiration of such sixty (60) day period without any of the applicable curative events described above.

“Limited Partner” or “Limited Partners” shall refer to, (i) RHC Holdings, L.P.; and (ii) to any other Person not otherwise identified and defined herein who shall be admitted as a Limited Partner in accordance with the provisions hereof.

“Loans” has the meaning set forth in the definition of “Assumption Agreement”.

“Losses” has the meaning set forth in the definition of “Profits” and “Losses” below.

“Majority Vote” means the affirmative vote or written consent of Partners then owning of record more than fifty percent (50%) of the total Ownership Percentages of the Partnership.

“Net Cash From Operations” means the gross cash proceeds from Partnership operations (including, without limitation, Capital Contributions, sales and dispositions of Partnership Property in the ordinary course of business) less the portion thereof used to pay or establish reserves for all Partnership Expenses, working capital, debt payments, capital improvements, replacements, and contingencies(“Reserves”), all as

Second Amended and Restated Limited Partnership Agreement-Page 7 of 44

determined by the General Partner in its sole discretion, whose determination shall be final and binding on all Interest Holders. Net cash From Operations shall not be reduced by depreciation, amortization, cost recovery deductions, or similar allowances, but shall be increased by any reductions of Reserves previously established pursuant to the first sentence of this definition and the definition of Net Cash from Sales or Refinancings.

“Net Cash From Sales or Refinancings” means the net cash proceeds from all sales and other dispositions (other than in the ordinary course of business) and all refinancings of Partnership Property, whether in whole or in part, less any portion thereof used to establish Reserves, all as determined by the General Partner in its sole discretion, whose determination shall be final and binding on all Interest Holders. Net Cash From Sales or Refinancings shall include, without limitation, all principal and interest payments with respect to any note or other obligation received by the Partnership in connection with sales and other dispositions (other than in the ordinary course of business) of Partnership Property; and the proceeds of casualty insurance or condemnation awards not currently required for Reserves, rebuilding, restoration, repair, maintenance, or operation of the Partnership or Partnership Property.

“Nonrecourse Deductions” has the meaning set forth in Section 704-2(b)(l) and 1.704-2(c) of the Regulations.

“Nonrecourse Liability” has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

“Offer” has the meaning set forth in Section 9.2(a).

“Ownership Percentage” has the meaning set forth in Section 2.5.

“Partner” or “Partners” shall refer to the General Partner and the Limited Partners, or any of them.

“Partner Nonrecourse Debt” the same meaning as the term “partner nonrecourse debt” set forth in Section 1.704-2(b)(4) of the Regulations.

“Partner Nonrecourse Debt Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Regulations.

“Partner Nonrecourse Deductions” has the same meaning as the term “partner nonrecourse deductions” set forth in Sections 1.704-2(i)(l) and 1.704-2(i)(2) of the Regulations.

Second Amended and Restated Limited Partnership Agreement-Page 8 of 44

“Partnership” means Western Refining Company, L.P.

“Partnership Expenses” means (i) all cash expenditures and accruals therefor of the Partnership incurred in the operation of the Partnership’s business, (ii) all principal and interest payments relating to any indebtedness incurred by the Partnership, and (iii) all capital costs incurred by the Partnership.

“Partnership Minimum Gain” has the meaning set forth in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

“Partnership Property” means all real and personal property owned by the Partnership and any improvements thereto, and shall include both tangible and intangible property.

“Permanent Disability” means, with respect to an Interest Holder who is an employee of the Partnership or an Affiliate of the Partnership, the failure or inability of such Interest Holder and/or the medical diagnosis that such Interest Holder will be unable, due to physical condition or mental illness of any kind, to perform his/her full­ time duties as an employee of the Partnership or an Affiliate of the Partnership for a period of one hundred eighty (180) consecutive days. In the event that the Partnership and such affected Interest Holder disagree as to whether such affected Interest Holder is permanently disabled, then such determination shall be made in writing by a physician mutually selected by the Partnership and such affected Interest Holder. The written determination by the physician so selected as to the permanent disability of such Interest Holder shall be conclusive and binding upon the parties hereto for the purposes of this Agreement. The expenses of the medical examination to determine such matters shall be borne solely by the Partnership.

“Person”, whether or not capitalized, means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including (by way of example and without limitation) a government or political subdivision or an agency or instrumentality thereof.

“Profits” and “Losses” means, for each Allocation Year, an amount equal to the Partnership’s taxable income or loss for such Allocation Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(l) shall be included in taxable income or loss), with the following adjustments:

(i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of Profits and Losses shall be added to such taxable income or loss;

Second Amended and Restated Limited Partnership Agreement-Page 9 of 44

(ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-l(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of Profits and Losses shall be subtracted from such taxable income or loss;

(iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv) Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Partnership Property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Allocation Year, computed in accordance with the definition of Depreciation;

(vi) To the extent an adjustment to the adjusted tax basis of any Partnership Property pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a Distribution other than in complete liquidation of an Interest Holder’s Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses; and

(vii) Any items which are specially allocated pursuant to Section 3.2 and/or Section 3.3 shall not be taken into account in computing Profits or Losses.

The amounts of the items of Partnership income, gain, loss, or deduction available to be specially allocated pursuant to Sections 3.2 and/or 3.3 shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.

“Regulations” means the Federal Income Tax Regulations, including, without limitation, the Temporary Regulations and proposed Regulations, promulgated and/or proposed under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

Second Amended and Restated Limited Partnership Agreement-Page 10 of 44

“Regulatory Allocations” has the meaning set forth in Section 3.3.

“Reserves” has the meaning set forth in the definition of Net Cash From Operations.

“Rules” has the meaning set forth in Section 11.3.

“Section” shall refer to the numbered sections of this Agreement, unless otherwise specified herein.

“Super-Majority Vote” means the affirmative vote or written consent of Partners then owning of record more than sixty-seven percent (67%) of the total Ownership Percentages of the Partnership.

“Tax Distribution” has the meaning set forth in Section 3.7(d) hereof.

1.2 Formation and Name of Partnership. The Partnership has been formed as a limited partnership pursuant to the Act. The Partnership shall conduct its business under the name “Western Refining Company, L.P.”, and such name shall be used at all times in connection with the Partnership’s business and affairs; provided, however, the Partnership may conduct its business under one (1) or more assumed names, as determined by the General Partner.

1.3 Term. The Partnership shall continue until dissolved pursuant to Article X hereof, and this Agreement shall be effective, from and after the Effective Date hereof.

1.4 Principal Place of Business; Assumed Name Certificate.

(a) The principal place of business of the Partnership, where the books and records of the Partnership shall be kept, shall be 6500 Trowbridge Drive, El Paso, Texas 79905, and thereafter such other place or places as the General Partner may from time to time determine. The General Partner shall promptly notify the Limited Partners of any change in the Partnership’s principal place of business.

(b) The Partners shall execute any assumed or fictitious name certificate or certificates required by law to be filed in connection with the formation of the Partnership and shall cause such certificate or certificates to be filed in the appropriate records.

1.5 Purposes of the Partnership. The Partnership shall have the power and authority to engage in any activity and exercise any powers permitted to limited partnerships under the laws of the State of Delaware.

Second Amended and Restated Limited Partnership Agreement-Page 11 of 44

1.6 General Partner. Refinery Company, L.C., a Texas limited liability company, shall be and is hereby constituted the General Partner of the Partnership. The address of the General Partner shall be at such place or places as the member of Refinery Company, L.C. may from time to time deem advisable.

1.7 Limited Partners. The sole Limited Partner is RHC Holding, L.P., a Texas limited partnership.

ARTICLE II

CAPITAL CONTRIBUTIONS AND FINANCING

2.1 Agreed Capital Contributions; Optional Additional Capital Contributions; Capital Deficit Restoration Requirements.

(a) The initial Capital Accounts of the Partnership were set forth in the Partnership Agreement dated May 4, 1993, and such Capital Accounts were transferred pursuant to that certain Purchase Agreement dated August 29, 2000 by and among The CIT Group/EI Paso Refinery, Inc., NYUFE Refinery Inc., Mellon Bank, N.A., as Trustee for the Long Term Investment Trust, John Hancock Life Insurance Company and John Hancock Variable Life Insurance, as Sellers, and Western Refining Company, a Texas corporation and the Limited Partner, as purchasers. The Partner’s Capital Contributions and Capital Accounts are set forth on Exhibit A attached hereto.

(b) In addition to the Capital Contributions set forth above, the General Partner may permit Interest Holders to make optional additional Capital Contributions. Following the making of an additional Capital Contribution, the Ownership Percentages of the Partners may be adjusted, at the sole and absolute discretion of the General Partner, as set forth in Section 2.5 below.

2.2 Financing. The funds to finance the business of the Partnership shall be derived from the following sources to the extent that the Partnership's operating revenues are not sufficient: (i) the agreed Capital Contributions of the Partners, as provided in Section 2.1(a) above; (ii) additional Capital Contributions of the Partners as provided in Section 2.1(b) above; and (iii) loans to the Partnership from Partners, Affiliates of Partners, or third party lenders (including, by way of example only and without limitation, banks or mortgage companies). The terms of financing in the form of loans from Partners and Affiliates of Partners shall be reasonably consistent with the terms that can be obtained for similar projects from unrelated third party lenders. If financing in the form of loans is approved by the General Partner, all other Interest Holders shall cooperate with the General Partner in connection therewith.

Second Amended and Restated Limited Partnership Agreement-Page 12 of 44

2.3 Withdrawal of Capital Interest. No Interest Holder shall be entitled to withdraw any part of such Interest Holder’s Capital Contribution or to receive any Distribution from the Partnership except as provided in this Agreement. No Interest Holder shall be entitled to demand or receive from the Partnership (i) interest on such Interest Holder's capital Contribution or (ii) property other than cash in return of such Interest Holder’s Capital Contribution.

2.4 Capital Accounts. One individual capital account (“Capital Account” shall be maintained for each Interest Holder. The Capital Account balance for each Interest Holder as of the Effective Date shall be as set forth on Exhibit A hereto. Thereafter, the Capital Account for that Interest Holder shall be maintained in accordance with the following provisions:

(a) Adjustments Required by Partnership Operations. The Capital Accounts shall be adjusted to reflect the impact of the Partnership's operations as follows:

(i) Increased by:

(1) that Interest Holder’s additional pro-rata Capital Contributions (any contribution of property, other than money, by an Interest Holder to the Partnership will result in an increase of such Interest Holder’s Capital Account equal to the agreed fair market value of the property contributed, as mutually agreed by the General Partner and the contributing Interest Holder) net of liabilities secured by such contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Code;

(2) that Interest Holder’s distributive share of Profits, as allocated to it under Article III;

(3) any items in the nature of income or gain which are specially allocated to that Interest Holder pursuant to Section 3.2 and/or Section 3.3 hereof; and

(4) the amount of any Partnership liabilities assumed by that Interest Holder or which are secured by any Partnership Property distributed to that Interest Holder.

(ii) Decreased by:

(1) the amount of cash and the Gross Asset Value of any Partnership Property distributed to that Interest Holder under any provision of this Agreement (any Distribution of Partnership Property, other than money, to an Interest Holder will result in a reduction in such Interest Holder’s Capital Account in an amount equal to the agreed fair market value of the property distributed to such Interest Holder, as mutually agreed by the General Partner and the Interest Holder receiving such distributed property) net of liabilities secured by such distributed property that such Interest Holder is considered to assume or take subject to under Section 752 of the Code;

Second Amended and Restated Limited Partnership Agreement-Page 13 of 44

(2) that Interest Holder’s distributive share of Losses or deductions allocated to that Interest Holder under Article III;

(3) any items in the nature of expenses or losses which are specially allocated to that Interest Holder under Section 3.2 and/or Section 3.3; and

(4) that Interest Holder’s share of Partnership expenditures described in Code Section 705(a)(2)(B).

In determining the amount of any liability for purposes of subparagraphs (a)(i) and (a)(ii), and the definition of Adjusted Capital Contributions, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

(iii) Otherwise adjusted in accordance with the Capital Account maintenance rules of Regulations Section 1.704-l(b)(2)(iv).

(b) Admission of Additional Limited Partners. If the General Partner determines, in its sole and absolute discretion, that additional capital would be beneficial to the Partnership, the General Partner may raise the additional capital by admitting additional Limited Partners to the Partnership on such terms and conditions as determined by the General Partner, subject to the remaining provisions of this Section 2.4(b) but otherwise in the General Partner’s sole and absolute discretion.

(1) Immediately before the admission of an additional Limited Partner, each Interest Holder’s Capital Account shall be adjusted to reflect the Gross Asset Value of the Partnership Property. Then, the additional Limited Partner’s Capital Account shall be created by the Partnership, and the Ownership Percentages of the Interest Holders shall be adjusted as provided in Section 2.5. The purpose of adjusting the Capital Accounts in this manner is to properly reflect the economic relationship among all Interest Holders on the Partnership's books and records.

(2) As conditions precedent to any Person’s becoming an additional Limited Partner, any such Person and his/her spouse shall become (by written joinder agreement or otherwise) parties to this Agreement, which shall bind them to, and grant them the benefits of, this Agreement.

(c) Non-Pro Rata Capital Contributions. If additional non-pro rata Capital Contributions are made by any Partner, at the General Partner’s sole and absolute discretion, each Interest Holder’s capital Account may be adjusted to reflect the Gross Asset Value of the Partnership Property immediately before the non-pro rata

Second Amended and Restated Limited Partnership Agreement-Page 14 of 44

Capital Contribution. Then, the non-pro rata Capital Contribution of the contributing Partner will be added to that Partner’s Capital Account and the Ownership Percentages of the Interest Holders shall be adjusted as provided in Section 2.5. The purpose of adjusting the Capital Accounts in this manner is to properly reflect the economic relationship among all Interest Holders on the Partnership's books and records.

The foregoing provisions of this Section 2.4 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-l(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event all or a portion of an Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest. In the event the General Partner determines, in its sole and absolute discretion, that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributions or distributed property or which are assumed by the Partnership or Interest Holders), are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material adverse effect on the amounts distributed to any Person pursuant to Article X upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the General Partner and other Interest Holders and the amount of Partnership capital reflected on the Partnership's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-l(b), provided that, to the extent that any such adjustment is inconsistent with other provisions of this Agreement and would have a material adverse effect on any Limited Partner, such adjustment shall require the consent of the affected Limited Partner.

2.5 Ownership Percentages. The beneficial ownership interest of each Interest Holder in the Partnership (“Ownership Percentage”) shall initially be as set forth in Exhibit A attached hereto, which is the percentage determined by dividing each Interest Holder’s initial Capital Account by the aggregate initial Capital Accounts of all Interest Holders. In the event that the General Partner deems it appropriate to adjust the Capital Accounts of the Interest Holders to reflect the economic relationship of the Interest Holders, each Interest Holder’s Capital Account shall be increased or decreased, as the case may be, to reflect that Interest Holder’s portion of the change in the Gross Asset Value of each item of Partnership Property. After the Gross Asset Value of the Partnership Property is so adjusted and all existing Interest Holders’ Capital Accounts are adjusted to reflect their then respective Ownership Percentages, the additional Capital Contributions, whether from the addition of a new Partner or a non­ pro rata contribution, shall be added to the Capital Account of the contributing Interest Holder. After all such increases are reflected on the Partnership's books and records, each Interest Holder's Ownership Percentage shall be recalculated by dividing the Interest Holder's Capital Account by the aggregate of the Capital Accounts of all Interest Holders.

Second Amended and Restated Limited Partnership Agreement-Page 15 of 44

ARTICLE III

ALLOCATIONS AND DISTRIBUTIONS

3.1 Allocation of Profits and Losses. After giving effect to the special allocations set forth in Sections 3.2 and/or 3.3, Profits and Losses for any Allocation Year shall be allocated to the Interest Holders as follows:

(a) Subject to Sections 3.1(c) and (d), Losses shall be allocated as follows:

(i) To those Interest Holders with positive Capital Accounts, in the ratio of their positive Capital Accounts, until such Capital Accounts have been reduced to zero; and

(ii) Thereafter, to the Interest Holders in proportion to their Ownership Percentages.

(b) Subject to Sections 3.1(c) and 3.1(d), Profits shall be allocated as follows:

(i) First, in the ratio of the negative capital Accounts of the Interest Holders with negative Capital Accounts until all Interest Holders with negative Capital Accounts have such Capital Accounts increased to zero;

(ii) Second, to the Interest Holders in proportion and up to the amount of Losses previously allocated to each of them under Section 3.1(a)(i); and

(iii) Third, to the Interest Holders in proportion to their Ownership Percentages.

(c) Losses allocated pursuant to Section 3.1(a) hereof shall not exceed the maximum amount of Losses that can be so allocated without causing any Interest Holder to have an Adjusted Capital Account Deficit at the end of any Allocation Year. In the event some, but not all, of the Interest Holders would have Adjusted capital Account Deficits as a consequence of an allocation of Losses pursuant to Sections 3.1(a) the limitation set forth in this Section 3.1(c) shall be applied on an Interest Holder-by-Interest Holder basis so as to allocate the maximum permissible Loss to each Interest Holder under Regulations Section 1.704-1(b)(2)(ii)(d).

(d) All allocations of Profits and Losses to the Interest Holders shall be made pro rata in accordance with their respective Ownership Percentages, unless otherwise specifically provided herein.

Second Amended and Restated Limited Partnership Agreement-Page 16 of 44

3.2 Special Allocations. The following special allocations shall be made in the following order:

(a) Minimum Gain Charqeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, notwithstanding any other provision of this Article III, if there is a net decrease in Partnership Minimum Gain during any Allocation Year, each Interest Holder shall be specially allocated items of Partnership income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Interest Holder’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Interest Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section 3.2(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

(b) Interest Holder Minimum Gain Charqeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Article III, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Allocation Year, each Interest Holder who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(S) of the Regulations, shall be specially allocated items of Partnership income and gain for such Allocation Year (and, if necessary, subsequent Allocation Years) in an amount equal to such Interest Holder’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Interest Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 3.2(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

(c) Qualified Income Offset. In the event any Interest Holder unexpectedly receives any adjustments, allocations, or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(S) or Section 1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Partnership income and gain shall be specially allocated to each such Interest Holder in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Interest Holder as quickly as possible, provided that an allocation pursuant to this Section 3.2(c) shall be made only if and to the extent that such Interest Holder would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III have been tentatively made as if this Section 3.2(c) were not in this Agreement.

Second Amended and Restated Limited Partnership Agreement-Page 17 of 44

(d) Gross Income Allocation. In the event any Interest Holder has a deficit Capital Account at the end of any Allocation Year which is in excess of the sum of (i) the amount such Interest Holder is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Interest Holder is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(S), each such Interest Holder shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 3.2(d) shall be made only if and to the extent that such Interest Holder would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III have been made as if Section 3.2(c) and this Section 3.2(d) were not in this Agreement.

(e) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the General Partner or Interest Holder who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).

(f) Nonrecourse Deductions. Nonrecourse Deductions of the Partnership (other than Partner Nonrecourse Deductions) for any Allocation Year shall be aggregated with all other items of Partnership income, gain, loss, and deduction in determining the Profit and Losses of the Partnership.

(g) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a Distribution to an Interest Holder in complete liquidation of the distributee’s Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Interest Holders in accordance with their Ownership Percentages in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Interest Holder to whom such Distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(h) Allocations Relating to Taxable Issuance of Interests. Any income, gain, loss or deduction realized as a direct or indirect result of the issuance of an Interest by the Partnership to a Partner (the “Issuance Items”) shall be allocated among the General Partner and other Interest Holders so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to each Interest Holder, shall be equal to the net amount that would have been allocated to each such Interest Holder if the Issuance Items had not been realized.

Second Amended and Restated Limited Partnership Agreement-Page 18 of 44

3.3 Curative Allocations.

The allocations set forth in Sections 3.1(c), 3.2(a), 3.2(b), 3.2(c), 3.2(d), 3.2(e), 3.2(f), and 3.2(g) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Interest Holders that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 3.3. Therefore, notwithstanding any other provision of this Article III(other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Interest Holder’s capital Account balance is, to the extent possible, equal to the Capital Account balance such Interest Holder would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to Section 3.1. In exercising its discretion under this Section 3.3, the General Partner shall take into account future Regulatory Allocations under Sections 3.2(a) and 3.2(b) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Sections 3.2(e) and 3.2(f).

3.4 Other Allocation Rules.

(a) Profits, Losses and any other items of income, gain, loss or deduction shall be allocated to the Interest Holders pursuant to this Article III as of the last day of each Allocation Year; provided that Profits, Losses and such other items shall also be allocated at such times as the Gross Asset Values of Partnership Property are adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value in Section 1.1.

(b) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder.

(c) All allocations to the Interest Holders pursuant to this Section 3.4 shall, except as otherwise provided, be divided among them in proportion to their respective Ownership Percentages. In the event there is more than one General Partner, all such allocations to the General Partners shall be divided among them as they may agree.

(d) The Interest Holders are aware of the income tax consequences of the allocations made by this Article III and hereby agree to be bound by the provisions of this Article III in reporting their shares of Partnership income and loss for income tax purposes, except to the extent otherwise required by law.

Second Amended and Restated Limited Partnership Agreement-Page 19 of 44

(e) Solely for purposes of determining an Interest Holder’s proportionate share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), the Interest Holders’ Interests in Partnership profits are as follows: General Partner one percent (1%), and other Interest Holders’ ninety-nine percent (99%) (i.e., in proportion to their Ownership Percentages).

(f) To the extent permitted by Section 1.704-2(h)(3) of the Regulations, the General Partner shall endeavor to treat Distributions of Net Cash From Operations or Net Cash From Sales or Refinancings as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such Distributions would cause or increase an Adjusted capital Account Deficit for any Interest Holder.

(g) All tax credits shall, subject to the applicable provisions of the Code and Regulations Section 1.704-1(b), be allocated to the Interest Holders in accordance with their respective Ownership Percentage as of the time the tax credit arises. Each Partner’s allocable share of any tax credit recapture shall bear the same ratio to the total credit recapture as such Partner’s share of the original tax credit subject to recapture.

(h) To the extent possible, each Interest Holder’s allocable share of Partnership Profits which is characterized as ordinary income pursuant to Sections 1245 or 1250 of the Code, with respect to the disposition of an item of Partnership Property shall bear the same ratio to the total Profits of the Partnership so characterized as such Interest Holder’s share of the past depreciation and/or cost recovery deductions taken with respect to the specific item of Partnership Property bears to all the Interest Holders’ past depreciation and/or cost recovery deductions with respect to that specific item of Partnership Property.

3.5 Tax Allocations: Code Section 704C(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Interest Holders so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with subparagraph (i) of the definition of Gross Asset Value in Section 1.1).

In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value in Section 1.1, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder.

Second Amended and Restated Limited Partnership Agreement-Page 20 of 44

Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement, provided that the Partnership shall elect to apply the “Traditional Method” allocation method permitted by the Regulations under Code Section 704(c). Allocations pursuant to this Section 3.5 are solely for purposes of federal, state, and local taxes and shall not affect or in any way be taken into account in computing any Interest Holder’s Capital Account or share of Profits, Losses, other items, or Distributions pursuant to any provision of this Agreement.

Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, credit and any other allocations not otherwise provided for shall be divided among the Interest Holders according to their respective Ownership Percentages.

3.6 Distributable Funds. The term “Distributable Funds” of the Partnership shall mean the excess from time to time of (A) the Net Cash From Operations plus the Net Cash From Sales or Refinancings, over (B) the working capital requirements to pay Partnership Expenses and reasonable Reserves of the Partnership. Nothing herein shall be construed to require that the General Partner obtain financing for the purpose of creating Distributable Funds.

3.7 Distributions.

(a) Subject to Section 3.7(d) (governing Tax Distributions) and Article X hereof (governing the Distribution of assets of the Partnership upon dissolution and liquidation of the Partnership), the General Partner shall distribute Distributable Funds as determined by the General Partner in its sole discretion. Unless otherwise agreed by the General Partner and all Limited Partners, Distributable Funds shall be distributed to the Interest Holders in proportion to their respective Ownership Percentages.

(b) Unless otherwise required by this Agreement or by law, no Interest Holder shall be required to restore to the Partnership any funds distributed to such Interest Holder pursuant to the provisions of this Agreement.

(c) The working capital requirements and Reserves of the Partnership shall be determined by the General Partner, whose determination shall be final and binding.

(d) Subject to there being Distributable Funds available to make Distributions and there being no other agreements of the Partnership (including,by way of example and without limitation, any agreements between the Partnership and any lenders to the Partnership) which would limit or prohibit such Distributions, the General Partner shall, before the expiration of ninety (90) days following the end of a Fiscal Year, promptly declare and pay a Tax Distribution, as hereinafter defined, to each Interest Holder in proportion to that Interest Holder’s Ownership Percentage. The amount of

Second Amended and Restated Limited Partnership Agreement-Page 21 of 44

the “Tax Distribution” shall be calculated on a one percent (1%) Interest basis by determining (A) that portion of the Partnership’s taxable income attributable to a one percent (1%) Interest during the prior Fiscal Year multiplied by (B) the highest federal and state tax rate then applicable, as determined by the General Partner. The amount of the Tax Distribution shall then be multiplied by the respective Interest Holder’s actual Interest during such Fiscal Year (or portion thereof) in accordance with the reasonable determination of the General Partner, to determine the total Tax Distribution to that Interest Holder. The General Partner and Partnership’s obligation to declare and pay the foregoing Tax Distribution to the Interest Holders is subject to the restrictions governing Distributions under the Act and such other pertinent governmental or contractual restrictions as are now, or may hereafter become effective.

(e) Partnership assets may, pursuant to either liquidating or non-liquidating Distributions, be distributed by the General Partner in kind.

(f) All amounts withheld or required to be withheld pursuant to the Code or any provision of any state, local or foreign tax law with respect to any payment, Distribution or allocation to the Partnership or the Interest Holders and treated by the Code (whether or not withheld pursuant to the Code) or any such tax law as amounts payable by or in respect of any Interest shall be treated as amounts distributed to the Interest Holder with respect to which such amount was withheld pursuant to this Article III for all purposes under this Agreement. The General Partner is authorized to withhold from Distributions to the Interest Holders and to pay over to any federal, state, local or foreign government any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state, local or foreign law and shall allocate any such amounts to the Interest Holders with respect to which such amount was withheld.

ARTICLE IV

MANAGEMENT OF PARTNERSHIP BY THE GENERAL PARTNER

4.1 Management. The management of the Partnership shall be the responsibility of the General Partner. The officers and managers of the General Partner shall devote to the management of the Partnership so much time as they determine in their sole discretion to be reasonably necessary. The officers and managers of the General Partner shall not be required to devote their time exclusively to the operation of the business of the Partnership. All decisions made for and on behalf of the Partnership by the General Partner shall be binding upon the Partnership. Except as expressly limited herein, the General Partner, acting for and on behalf of the Partnership, by way of extension and not in limitation of the rights and powers given by law or by the other provisions of this Agreement, shall have the full and entire right, power and authority in the management of the Partnership business to do any and all acts and things necessary, proper or advisable in its discretion to effectuate or further the business of the Partnership.

Second Amended and Restated Limited Partnership Agreement-Page 22 of 44

4.2 Powers of the General Partner. Subject to any other limitations contained in this Agreement, the General Partner shall have full charge of the overall management, conduct and operation of the Partnership in all respects and in all matters, and shall have the authority to act on behalf of and bind the Partnership in all matters respecting the Partnership, its business and its property. The powers of the General Partner shall include, without limitation, the following:

(a) To deal in any Partnership assets, whether real estate or personalty, including but not limited to the right to sell, exchange, or convey title to, and grant options for the sale of all or any portion of such assets including any mortgage or leasehold interest or other realty or personalty which may be acquired by the Partnership; to lease all or any portion of the assets of the Partnership without limit as to the term thereof, whether or not such term (including renewals and extensions thereof) shall extend beyond the date of termination of the Partnership; subject to the provisions of Section 2.2 hereof, to borrow money and as security thereof to encumber all or any part of any Partnership asset; to obtain refinancing of any deed of trust or deeds of trust placed on any Partnership asset; to prepay same in whole or in any part; and to increase, modify, consolidate or extend any deed of trust or deeds of trust placed on any Partnership asset, except as limitations on those powers are elsewhere noted in this Agreement.

(b) To acquire, own, hold, improve, develop, manage, sell and lease any Partnership asset.

(c) To enter into, amend, or terminate operating agreements with others with respect to any Partnership asset containing such terms, provisions and conditions as the General Partner shall approve.

(d) Subject to the provisions of Section 2.2 hereof, to borrow money from lenders (which may include the General Partner and its Affiliates) for any Partnership notes, debentures and other debt securities, and hypothecate the assets of the Partnership to secure repayment of the borrowed sums, and no lender to which application is made for a loan by the Partnership shall be required to inquire as to the purpose for which such loan is sought, and, as between the Partnership and such lender, it shall be conclusively presumed that the proceeds of such loan are to be and will be used for the purposes authorized under this Agreement.

(e) To employ, retain, or otherwise secure, or enter into other contracts with personnel or firms to assist in the acquisition, development, improvement, management and general operation of all Partnership assets, including, but not limited to, attorneys, accountants and engineers, all on such terms and for such consideration as the General Partner deems advisable.

Second Amended and Restated Limited Partnership Agreement-Page 23 of 44

(f) To deposit Partnership funds in an account or accounts to be established at such time or times in such financial institutions (including any state or federally chartered bank or savings and loan association), and authorize withdrawals of such funds by such persons, at such times, and in such amounts, as the General Partner may designate.

(g) To be reimbursed for all expenses incurred in conducting the Partnership business, all taxes paid by the General Partner in connection with the Partnership business, and all costs associated with the organization and operation of the Partnership.

(h) To purchase at the expense of the Partnership, liability and other insurance to protect the Partnership's assets and business.

(i) To bring, prosecute, defend, settle and compromise claims by and against the Partnership and confess judgments against the Partnership when, in the judgment of the General Partner, any such act shall be in the best interest of the Partnership.

(j) To make such elections under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of Partnership income, gain, loss, deduction and credit, and as to all other relevant matters as the General Partner may deem necessary or desirable.

(k) To take any and all action which is permitted under the Act and which is customary or reasonably related to the acquisition, ownership, development, improvement, management, leasing and disposition of real, personal and mixed property.

(l) To possess and exercise, as may be required, all of the rights and powers of a General Partner as more particularly provided by the Act except to the extent that any of such rights may be limited or restricted by the express provisions of this Agreement.

(m) To execute, acknowledge and deliver any and all instruments and take such other steps as are necessary to effectuate the foregoing.

No Person dealing with the Partnership shall be required to inquire into, or obtain any consents or other documentation as to the authority of the General Partner to take any of the actions specified above or to exercise any such rights or powers.

Second Amended and Restated Limited Partnership Agreement-Page 24 of 44

4.3 Duties of the General Partner. The General Partner shall perform or cause to be performed the following services, any or all of which the General Partner may elect to delegate to a third party:

(a) Establish books of account, record and payment procedures including, without limitation, individual Capital Accounts of the Interest Holders.

(b) Provide book keeping and other related services for the Partnership including, without limitation, the annual preparation of the Partnership’s federal income tax return and the preparation of the reports required pursuant to Section 7.2 hereof; provided, however, the Partnership shall pay for services provided by third party accounting firms or other professionals with respect to preparation of the Partnership federal income tax return and other reports and services required hereby.

(c) Provide overall management, financial and business planning services to the Partnership.

(d) Disburse all receipts and make all necessary payments and expenditures in accordance with the terms of this Agreement.

(e) Make all reports to the Limited Partners required by this Agreement or by law.

4.4 Liability and Indemnification of the General Partner.

(a) Liability. Neither the General Partner nor any Person owning an interest in the General Partner, directly or indirectly, or any of their respective officers, managers, directors, employees or partners shall be liable, responsible or accountable in damages or otherwise to the Partnership or any of the Interest Holders for any act or omission performed or omitted by any of them pursuant to the authority granted to the General Partner by this Agreement if it is determined that the Person (i) acted in good faith, (ii) reasonably believed (a) in the case of conduct in the Person’s official capacity as a General Partner of the Partnership, that the Person’s conduct was in the Partnership’s best interest, and (b) in all other cases, that the Person’s conduct was at least not opposed to the Partnership’s best interest, and (iii) in the case of a criminal proceeding, had no reasonable cause to believe that the Person’s conduct was unlawful, provided, however, that none of said Persons shall be relieved of liability in respect of any claim, issue or matter as to which it or any Affiliate of said Persons shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of a fiduciary duty to the Partnership or to the Interest Holders.

Second Amended and Restated Limited Partnership Agreement-Page 25 of 44

(b) Indemnification. The Partnership shall indemnify the General Partner to the fullest extent permitted by applicable law. The satisfaction of any indemnification and any saving harmless shall be from and limited to Partnership assets, and no Interest Holder shall have any personal liability on account thereof.

4.5 Prohibited Transactions. The following transactions shall be prohibited:

(a) The Partnership shall not use Partnership funds other than to (i) pay Partnership Expenses, (ii) make Distributions to the Partners in accordance with the terms hereof or (iii) maintain Reserves, as permitted by Section 3.6 hereof.

(b) Neither the General Partner nor any of its Affiliates shall do any act in contravention of this Agreement.

4.6 Actions of General Partner Requiring Super-Majority Vote. Notwithstanding anything to the contrary contained in this Agreement or the Act, the General Partner shall have the authority to do the following acts (each of which is considered outside the ordinary course of the Partnership’s business) only with the approval by a Super-Majority Vote of the Partners of the specific act in question:

(a) Make an assignment of the property of the Partnership for the benefit of creditors of the Partnership or file a voluntary petition under the Federal Bankruptcy Act or any state insolvency law on behalf of the Partnership.

(b) Do any act which would make it impossible to carry on the normal and ordinary business of the Partnership.

(c) Sell all or substantially all of the assets of the Partnership. (d) Any decision to dissolve the Partnership.

4.7 Actions of General Partner Requiring Majority Vote. Notwithstanding anything to the contrary contained in this Agreement or the Act, the General Partner shall have the authority to do the following acts (each of which is considered outside the ordinary course of the Partnership’s business) only with the approval by a Majority Vote of the Partners of the specific act in question:

(a) Amend the Agreement, pursuant to Section 4.8.

(b) Designate any successor or additional General Partners, pursuant to Section 9.1(a).

Second Amended and Restated Limited Partnership Agreement-Page 26 of 44

(c) Effect a consent by the Partnership to any Disposition of an Interest Holder’s Interest, pursuant to Section 9.2, admit a new Limited Partner, or consent to a substituted Limited Partner.

(d) Effect an election by the Partnership to purchase an Interest Holder’s Interest which was the subject of an Offer, pursuant to Section 9.2(b).

4.8 Amendment of Agreement. Except as provided for in Section 2.4(b) above, this Agreement may be amended only with consent of the General Partner and a Majority Vote of the Partners approving the specific amendment in question; provided, however, that this Agreement shall not be amended without the consent of the Partner affected if the effect of any such amendment would be to (i) increase such Partner’s personal liability, (ii) change the contributions required of such Partner, (iii) adversely change such Partner’s rights and/or Interest Holders’ interests in Profits and Losses of the Partnership, or (iv) change Interest Holders’ rights upon liquidation of the Partnership.

4.9 Safekeeping of Partnership Assets. The General Partner shall have fiduciary responsibility for the safekeeping and use of the funds and assets of the Partnership, whether or not in the General Partner’s immediate possession and control. The General Partner shall not employ or permit another to employ such funds or assets in any manner except for the exclusive benefit of the Partnership.

4.10 Conflict with Other Agreements. Notwithstanding anything in this Agreement to the contrary, if any provision of any loan agreement, promissory note, security agreement or other agreement relating to Partnership indebtedness or any extension or renewal thereof requires the General Partner or the Partnership to take any action or forebear from taking any action (such as making Distributions to Partners), the terms of said loan agreement, promissory note, security agreement or related agreement shall be controlling over the terms of this Agreement.

ARTICLE V

REIMBURSEMENT OF EXPENSES TO GENERAL PARTNER

The Partnership shall reimburse the General Partner for any Partnership Expenses paid by the General Partner. The Partnership may compensate the General Partner and/or the members, managers, officers and employees of the General Partner for the salaries, benefits and expenses of such Persons engaged in the management and operation of the Partnership.

Second Amended and Restated Limited Partnership Agreement-Page 27 of 44

ARTICLE VI

INTEREST HOLDER'S AGREEMENT TO NOT COMPETE WITH PARTNERSHIP

6.1 Generally. The provisions of this Article VI shall apply to each Person who is, or shall have been, both an Interest Holder and an employee of the Partnership and/or an Affiliate of the Partnership: (i) for so long as such Person shall be both an Interest Holder and an employee of the Partnership and/or any Affiliate of the Partnership; and (ii) for a period of one (1) year following the termination (for any reason) of such Person’s employment with the Partnership and/or any Affiliate of the Partnership. Subject to the foregoing time limitation and notwithstanding any other provision in this Agreement to the contrary, it is understood and agreed that this Article VI shall survive any such Person’s ceasing to be an Interest Holder or ceasing employment with the Partnership and/or any Affiliate of the Partnership. With respect to any such Person to whom this Article VI shall apply, each such Person agrees to not, directly or indirectly, compete with, or own, manage, operate, or control or participate in the ownership, management, operation, or control of, or provide services (as an employee, independent contractor, or otherwise) to, any business, firm, corporation, partnership, person, proprietorship, or other entity which refines or markets, either wholesale or retail, petroleum products in:

(a) That portion of Texas which is West of U.S. Interstate Highway 35 (as it may be renamed or re-designated in the future); or

(b) New Mexico, Arizona, Nevada, Utah; or

(c) Any other state in the United States in which the Partnership and/or any Affiliate of the Partnership has refined or sold petroleum products within the period of: (i) with respect to any Interest Holder who is still such an employee, the previous twelve (12) months; or (ii) with respect to an Interest Holder whose employment shall have terminated, the twelve (12) months prior to such termination of such employment.

6.2 Reformation. If, at the time of enforcement of this Article VI, a court shall hold that the duration, scope, area, or other restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum duration, scope, area, or other restrictions reasonable under such circumstances shall be substituted for the stated duration, scope, area, or other restriction.

6.3 Remedies. The Partnership and each Person to whom this Article VI applies expressly agree that upon the occurrence of a breach of the provisions of this Article VI, the Partnership might not have an adequate remedy at law. Accordingly, each such Person agrees that the Partnership shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights hereunder, not only by an action or actions for damages, but also by an action or actions for specific performance, injunction and/or equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of this Article VI.

Second Amended and Restated Limited Partnership Agreement-Page 28 of 44

ARTICLE VII

BOOKS, REPORTS, AND FISCAL MATTERS

7.1 Books. The General Partner shall maintain full and complete books of account and records, as specified in Section 7.3, for the Partnership at the Partnership office; provided, however, that if the books and records are not kept and maintained at the Partnership office, the Partnership shall make them available in the Partnership office within two (2) days after the date of receipt of a written request of a Partner. The books of account shall be kept on the income tax basis of accounting. Each Limited Partner may inspect and copy the books at any time during normal business hours.

7.2 Reports. The General Partner shall cause to be prepared, at the expense of the Partnership, the reports described in this Section 7.2.

(a) Annual Report. Within one hundred twenty (120) days after the end of each Fiscal Year, or as soon thereafter as practicable, an annual report shall be sent to all Limited Partners which shall include: (1) a balance sheet as of the end of such Fiscal Year, together with a profit and loss statement, a statement of the source and application of funds and a statement of changes in Partners’ capital for such year; (2) a report on Distributions to the Partners for the prior period separately identifying Distributions from: (i) Net cash From Operations during the prior period, (ii) Net cash From Sales or Refinancings, (iii) Reserves established by the General Partner, and (3) a report on Distributions made, costs reimbursed and compensation paid to any Partner and such Partner's Affiliates.

(b) Tax Information. Within the time permitted by applicable law and regulations, including (by way of example only and without limitations) any permitted extensions, there will be distributed to the Limited Partners all information having to do with the Partnership necessary for the preparation of each such Partner’s federal income tax return including, without limitation, a Schedule
K-1.

7.3 Record Keeping. The General Partner shall maintain the following records for the Partnership at the Partnership’s principal place of business, or at such other place as the General Partner may select in accordance with Section 7.1:

(a) A current list of the full names and mailing address of each Partner, together with the Ownership Percentage of each Partner. Such list shall separately identify, in alphabetical order, the General Partner and the Limited Partners and shall contain the last known street address of the business or residence of the General Partner.

Second Amended and Restated Limited Partnership Agreement-Page 29 of 44

(b) Copies of the Partnership’s federal, state and any local income tax or information returns and reports for the six (6) most recent taxable years or since the Fiscal Year ended in 2000, whichever is the lesser.

(c) Copies of this Agreement and all amendments or restatements to this Agreement, if any, and executed copies of any power of attorney pursuant to which this Agreement or any amendment or restatement has been executed.

(d) A copy of the Certificate of Limited Partnership and all Certificates of Amendment, if any, and executed copies of any power of attorney pursuant to which any certificate has been executed.

(e) Financial statements of the Partnership for the six (6) most recent Fiscal Years, or since the fiscal year ended in 2000, whichever is the lesser.

(f) The Partnership’s books and records for at least the current and the past three (3) Fiscal Years, or since the fiscal year ended in 2000, whichever is the lesser.

(g) Such other records and information as may be required by the Act.

7.4 Delivery to Limited Partners and Inspections. Upon the request of any Partner, the General Partner shall promptly deliver to the requesting Partner, at the Partnership’s expense, a copy of the information required to be maintained by the Partnership pursuant to Section 7.3. In addition, each Partner has the right to examine and to copy for any proper purpose, in person or by representative, at such Partner’s expense and during normal business hours, any of the Partnership’s records required to be maintained by Section 7.3 (provided that such Partner first agrees in writing to respect the confidentiality of such information).

7.5 Banking. The funds of the Partnership shall be deposited or kept in a bank or other financial institution chosen by the General Partner in the name of the Partnership. Other than temporary commingling for administrative purposes in connection with a loan agreement, promissory note, security agreement or other agreement relating to Partnership indebtedness, there shall be no commingling of the funds or other assets of the Partnership with the funds or assets of any other Person, nor shall such funds be invested for purposes other than Partnership purposes.

7.6 Tax Matters Partner. The General Partner shall serve as the Partnership’s Tax Matters Partner as that term is defined in Section 6231 of the Code.

Second Amended and Restated Limited Partnership Agreement-Page 30 of 44

ARTICLE VIII

LIMITED LIABILITY

No Interest Holder other than the General Partner shall be liable for any debts or obligations of the Partnership in excess of such Interest Holder's share of the assets of the Partnership.

ARTICLE IX

ASSIGNABILITY OF INTERESTS

9.1 General Partner’s Interest; Admission of Successor or Additional General Partner.

(a) Successor and Additional General Partners. With the consent of the General Partner and a Majority Vote of the Partners, the General Partner (and any successors or additional General Partners appointed in accordance with the terms of this Section 9.1(a)) may at any time designate one or more Persons to be successors to such General Partner or to be additional General Partners, in each case with such participation in such General Partner’s interest as such General Partner and such successors or additional General Partners may agree upon, provided that the Interests of the Interest Holders shall not be adversely affected thereby.

(b) Retirement, Withdrawal and Assignment of General Partner’s Interest. Except in connection with a transfer to a successor or additional General Partner pursuant to Section 9.1(a), no General Partner shall have any right to retire or withdraw voluntarily from the Partnership or to sell, transfer or assign its Interest, except that it may substitute in its stead as a General Partner any Affiliate of the General Partner, provided that such Affiliate has first agreed to assume all of the obligations of the terminating General Partner under this Agreement. Each Limited Partner hereby consents to the admission of any additional or successor General Partners pursuant to this Section 9.1, and no further consent or approval shall be required.

9.2 Voluntary Disposition; Deemed Offer to the Partnership. Except as permitted in this Article IX, no Interest Holder shall sell, assign, transfer, encumber or otherwise dispose of, by operation of law or otherwise (a “Disposition”) the whole or any part of such Interest Holder’s Interest without first obtaining the prior written consent of the General Partner and a Majority Vote of the Partners, or otherwise complying with this Article IX. In the absence of such prior written consent any Disposition shall be subject to the following provisions:

(a) Deemed Offer to Partnership. Any Attempted Disposition by an Interest Holder of all or any portion of such Interest Holder’s Interest shall constitute a deemed offer (the “Offer”) by the Interest Holder attempting such Attempted Disposition to sell such Interest Holder’s entire Interest to the Partnership. The date of the Offer shall be the later of (i) the date that the General Partner has actual knowledge of such Attempted Disposition, or (ii) the date that the General Partner receives written notice thereof from the Interest Holder attempting such Attempted Disposition.

Second Amended and Restated Limited Partnership Agreement-Page 31 of 44

(b) Partnership’s Option to Purchase. The Partnership shall have the option for ninety (90) days following the Offer to elect to purchase not less than all the Interest that is the subject of the Offer. If the Partnership does not elect (with the consent of the General Partner and a Majority Vote of the Partners) to purchase the Interest that is the subject of the Offer within such ninety (90) day period, the Partner attempting such voluntary Disposition shall be permitted, at any time or times within, but not after, thirty (30) days after the lapse of the option in connection with such Offer to make a Disposition of not less than all of the Interest which was the subject of such Offer; provided, however, that no such transfer shall be made after the expiration of such thirty (30) day period.

9.3 Involuntary Disposition. Prior to or upon any Involuntary Disposition of an Interest, the Interest Holder who owns such Interest or his representative shall send written notice thereof by certified or registered mail, return receipt requested, disclosing in full to the General Partner the nature and details of such Involuntary Disposition. The Involuntary Disposition shall constitute an Offer, and the provisions of Section 9.2(b) shall apply, provided, that the date of the Offer shall be the later of: (i) the date that the General Partner receives such written notice from the Interest Holder; or (ii) sixty (60) days following such Involuntary Disposition.

9.4 Disposition Upon Termination of Marital Relationship. If the marital relationship of an Interest Holder is terminated by the death of an Interest Holder’s spouse or by divorce and such Interest Holder does not succeed to the Interest Holder’s spouse’s interest in the Partnership, such Interest Holder shall have the option to purchase all of his/her spouse’s property interest in the Partnership, and his/her spouse or the executor or administrator of such spouse’s estate shall be obligated to sell such property interest. Such option must be exercised by such Interest Holder within ninety (90) days after such death or divorce. Should any Interest Holder fail to exercise such option within such ninety (90) day period, such failure shall constitute an Offer of the former spouse’s property interest in the Partnership, and the provisions of Sections 9.2(a) and 9.2(b) shall apply. The date of the Offer shall be the ninety-first (91st) day after such death or divorce.

Second Amended and Restated Limited Partnership Agreement-Page 32 of 44

9.5 Death or Permanent Disability of an Interest Holder.

(a) Upon the death of an Interest Holder, the Partnership shall be obligated to purchase all of such Interest Holder’s Interest, and such deceased Interest Holder’s personal representative shall be obligated to sell such Interest to the Partnership. The purchase price at which such Interest shall be purchased shall be as determined pursuant to Section 9.6 and shall be payable as provided in Section 9.6(b)(2) herein. Closing shall be in accordance with Section 9.6(c).

(b) The Permanent Disability of an Interest Holder shall constitute an Offer of such Interest Holder’s Interest, and the provisions of Sections 9.2(a) and 9.2(b) shall apply. The date of the Offer shall be the ninety-first (91st) day after an agreement or determination of such Permanent Disability.

9.6 Determination of Purchase Price; Closing of Purchase of Interest.

(a) Determination of Purchase Price. The price to be paid upon the purchase of an Interest under Sections 9.2 through 9.5 shall be the Fair Market Value (as hereinafter defined) of a one percent (1%) Interest as of the Determination Date, utilizing the procedure described herein. “Fair Market Value” of a one percent (1%) Interest for purposes of such determination shall be the price as of the Determination Date that a one percent (1%) Interest would change hands between a willing buyer and willing seller, neither being under any compulsion to buy or sell, and both having reasonable knowledge of relevant facts; PROVIDED, HOWEVER, that such determination shall NOT consider any otherwise applicable discounts with respect to marketability (or lack of marketability) of such Interest or with respect to such Interest being valued being a minority Interest.

(1) First, there shall be a determination of the Fair Market Value of a one percent (1%) Interest as determined by a third-party valuation firm which is not an Affiliate of the Partnership and which shall have a recognized expertise in valuing interests such as Interests in the Partnership, the business of the Partnership and the business of any entities owned, in whole or in part, by the Partnership.

[i] If there has been such a third-party valuation obtained by, or upon behalf of, the Partnership with respect to such Fair Market Value within the two (2) years prior to the Determination Date, the preliminary Fair Market Value of a one percent (1%) Interest shall be either:

[a] As determined by such third-party valuation firm in such valuation; or

Second Amended and Restated Limited Partnership Agreement-Page 33 of 44

[b] As determined by a third-party valuation firm, pursuant to the written election of either the General Partner or the offeror/selling Interest Holder, which election shall be delivered by the electing party to the other party within ten (10) days following the Determination Date (and absent such election and delivery, this Section 9.6(a)(1)[i][b] shall be deemed waived). Such third-party valuation firm: (i) shall not be an Affiliate of the Partnership; (ii) shall have a recognized expertise in valuing interests such as Interests in the Partnership, the business of the Partnership and the business of any entities owned, in whole or in part, by the Partnership; and (iii) shall be selected either by agreement of the General Partner and the offeror/selling Interest Holder (which agreement shall be within ten [10] days following receipt by such receiving other party of the written election provided in this Section 9.6(a)(1)[i][b]) or as designated by a court in El Paso County, Texas having jurisdiction. Any such valuation shall be completed not later than ninety (90) days following the applicable Determination Date. The cost of any valuation conducted pursuant to this Section 9.6(a)(1)[i][b] shall be: [i] if such valuation shall have been pursuant to the election of the General Partner, solely at the expense of the Partnership; or [ii] if such valuation shall have been pursuant to the election of the offeror/selling Interest Holder, solely at the expense of such offeror/selling Interest Holder.

[ii] If there shall not have been such a third-party valuation obtained by, or upon behalf of, the Partnership with respect to such Fair Market Value within the two (2) years prior to the Determination Date, the preliminary Fair Market Value of a one percent (1%) Interest shall be as determined by a third­ party valuation firm: (i) which is not an Affiliate of the Partnership; (ii) which shall have recognized expertise in valuing interests such as Interests in the Partnership, the business of the Partnership and the business of any entities owned, in whole or in part, by the Partnership; and (iii) which shall be selected either by agreement of the General Partner and the offeror/selling Interest Holder or as designated by a court in El Paso County, Texas, having jurisdiction. Any such valuation shall be completed not later than ninety (90) days following the applicable Determination Date. The cost of any valuation conducted pursuant to this Section 9.6(a)(1)[ii] shall be solely at the expense of the Partnership.

(2) The preliminary Fair Market Value of a one percent (1%) Interest as determined by such valuation firm in accordance with the above provisions shall then be adjusted (not later than thirty [30] days following the General Partner’s receipt of such valuation by the valuation firm) by the General Partner for the net Profits or Losses of the Partnership and for the net activity in the Capital Accounts for the period from the date of such appraiser’s determination of such preliminary Fair Market Value to the Determination Date, such adjustments to be for the net Profits or Losses of the Partnership and for the net activity in the Capital Accounts for the period from the date of such appraiser's determination of such Fair Market Value to the Determination Date, determined in accordance with generally accepted accounting principles applied on a consistent basis.

Second Amended and Restated Limited Partnership Agreement-Page 34 of 44

(3) The determination by the General Partner of the Fair Market Value of a one percent (1%) Interest in accordance with the above shall be final and binding on all Partners.

(4) Any questions with respect to accounting procedures or other issues in the determination of the Fair Market Value not controlled by this Agreement shall be conclusively resolved by the independent accountants regularly employed by the Partnership.

(b) Payment of Purchase Price. With respect to any sale/purchase under Sections 9.2, 9.3, 9.4 or 9.5 herein, the purchase price shall be paid at time of closing as hereinafter provided. At the option of the Partnership and to the extent permitted by any loan documents or other agreements to which the Partnership is a party, at least twenty percent (20%) of the purchase price determined under Section 9.6(a) above for the Interest being acquired by the Partnership shall be paid by certified or cashiers check upon the closing, and any balance shall be evidenced by the Partnership’s promissory note, secured by the Interest purchased, payable in four (4) or fewer equal annual installments, unpaid principal bearing interest prior to maturity at a per annum rate of interest equal to the Base Rate (as hereinafter defined), determined annually on the anniversary date of the note, with unpaid principal and interest bearing interest after maturity at the rate of eighteen percent (18%) per annum, and providing for attorney's fees in the event of default at the maximum lawful rate. Such promissory note shall be prepayable at any time without penalty.

(c) Closing of Purchase. The closing of any purchase hereunder of any Interest under Sections 9.2 through 9.5 hereof shall be one hundred twenty (120) days after the later of: (i) the acceptance of the Offer pursuant to Sections 9.2, 9.3, 9.4 or 9.5(b) herein; (ii) the date of death of the Interest Holder; or (iii) the determination of Fair Market Value in accordance with Section 9.6(a).

9.7 Partnership Liabilities. In the event of a sale of an Interest under the provisions of Sections 9.2 through 9.5 hereof, the Partnership must, at the option of the selling Interest Holder or the selling Interest Holder’s personal representative, either (i) obtain a complete release from any lenders or other creditors releasing the selling Interest Holder from any liability the selling Interest Holder may have incurred as a result of the selling Interest Holder having been a guarantor of, or otherwise liable on, any contractual indebtedness of the Partnership (“Guaranteed Indebtedness”) or (ii) indemnify the selling Interest Holder against liability with respect to any Guaranteed Indebtedness.

9.8 Attempted Dispositions Void. Any Attempted Disposition shall be void and of no effect, and shall constitute an Offer, and the provisions of Section 9.2(b) shall apply thereto; provided that the date of the Offer for purposes of this Section 9.8 shall be deemed to be the date as of which the General Partner has actual knowledge of such

Second Amended and Restated Limited Partnership Agreement-Page 35 of 44

Attempted Disposition. Each party hereto acknowledges that a remedy at law for any breach or attempted breach of this Section 9.8 will be inadequate, agrees that each other party hereto shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach and further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

9.9 Interest Still Subject to Agreement. From and after any sale/purchase or any other Disposition of an Interest, such Interest shall continue to be subject to the terms and provisions of this Agreement. As conditions precedent to any Person’s becoming an Interest Holder hereunder: (i) any such Person who shall become a Limited Partner and his/her spouse shall become (by written joinder agreement or otherwise) parties to this Agreement, which shall bind them to, and grant them the benefits of, this Agreement; and (ii) any such Person who shall become an Assignee (but not be admitted as a Limited Partner) and his/her spouse shall become (by written joinder agreement or otherwise) parties to applicable portions of Article IX of this Agreement, which shall bind them to, and grant them the benefits of, such applicable portions of Article IX of this Agreement.

9.10 Withdrawal of Interest Holder. Except as otherwise specifically permitted by this Agreement, no Interest Holder shall be entitled to withdraw or retire from the Partnership.

9.11 Bring-Along Rights.

(a) In the event that Limited Partners holding at least fifty-one percent (51%) of the Interests (the “Selling Limited Partners”) determine to sell or otherwise dispose of all or substantially all of the Interests owned by such Selling Limited Partners to any Person that is not an Affiliate of the Partnership or of any such Selling Limited Partner, or to cause the Partnership to merge with or into or consolidate with any Person that is not an Affiliate of the Partnership or of any such Selling Limited Partner (collectively, the “Buyer” in a bona fide negotiated transaction (a “Sale Transaction”) and the General Partner has consented to such transaction:

(1) The Selling Limited Partners shall be obligated to include the Interests of all other Interest Holders (i.e., all Interest Holders other than the Selling Limited Partners) in such Sale Transaction on substantially the same terms and conditions applicable with respect to the Selling Limited Partners; and, subject to the provisions of Section 9.11(a)(2) below, each respective other Interest Holder may determine whether or not to participate in such Sale Transaction.

(2) Notwithstanding any provision in Section 9.11(a)(l) to the contrary, upon the written request of the Selling Limited Partners, such other Interest Holders shall be obligated to and shall: (i) sell, transfer and deliver, or cause to be sold,

Second Amended and Restated Limited Partnership Agreement-Page 36 of 44

transferred and delivered, to the Buyer, all of the Interests owned by such other Interest Holders on substantially the same terms and conditions applicable with respect to the Selling Limited Partners; and (ii) execute and deliver such instruments of conveyance and transfer and take such other actions, including (by way of example and without limitation) voting such Interests in favor of the Sale Transaction and executing any sale/purchase agreements, merger agreements, indemnity agreements, escrow agreements or related documents as the Selling Limited Partners or the Buyer may reasonably require in order to carry out the terms and provisions of this Section 9.11.(b) Not less than thirty (30) days prior to the date proposed for the closing of the Sale Transaction, the Selling Limited Partners shall give written notice to the other Interest Holders, setting forth in reasonable detail the name(s) of the Buyer, the material terms and conditions of such sale (including, by way of example and without limitation, the purchase price and the proposed closing date).

ARTICLE X

DISSOLUTION AND LIQUIDATION

10.1 Events of Dissolution. The Partnership shall be dissolved upon the occurrence of any of the following events:

(a) the sale, transfer or conveyance pursuant to other provisions hereof, or by foreclosure sale or sales, of all or substantially all of the assets of the Partnership; provided, however, the sale or contribution by the Partnership of all or substantially all of its assets to a wholly-owned subsidiary or a partnership or joint venture of which the Partnership is a partner or a joint venturer shall not cause a dissolution of the Partnership;

(b) the acquisition by a single Partner of the Interests of all other Interest Holders;

(c) the death, dissolution or bankruptcy of all of the General Partners or any assignment by the General Partner for the benefit of creditors (with the approval of a Super-Majority Vote as provided in Section 4.6(a)), or the occurrence of any act or omission by the General Partner which results in the dissolution of the Partnership by operation of law or under any provision hereof provided, however, that if dissolution occurs due to the death, dissolution or bankruptcy of all of the General Partners or any assignment by the General Partner for the benefit of creditors with respect to the General Partner and at least one other General Partner remains, or is admitted pursuant to Section 9.1, the Partnership automatically shall be reconstituted and the remaining General Partner(s) will carry on the business of the Partnership;

(d) The decision to dissolve the Partnership by the General Partner and a Super-Majority Vote of the Partners; or

(e) December 31, 2060.

Second Amended and Restated Limited Partnership Agreement-Page 37 of 44

10.2 Winding Up and Distribution of Assets.

(a) Upon dissolution of the Partnership, the General Partner shall proceed to wind up the affairs of the Partnership, liquidate the remaining property and assets of the Partnership and terminate the Partnership.

(b) The proceeds of such liquidation following allocation of gain or loss in accordance with the provisions of Article III of this Agreement shall be applied in the following order of priority: (i) first, to the expenses of such liquidation; (ii) second, to the debts and liabilities of the Partnership to third parties, if any, in the order of priority provided by law; (iii) third, a reasonable reserve shall be set up to provide for any contingent or unforeseen liabilities or obligations of the Partnership to third parties (to be held and disbursed, at the reasonable discretion of the General Partner) and at the expiration of such period as the General Partner may reasonably deem advisable, the balance shall be distributed as provided herein; (iv) fourth, to all loans which any Interest Holder may have made to the Partnership and any and all other debts or liquidated obligations of the Partnership to the Interest Holders; (v) fifth, to the Interest Holders until they have received a complete return of amounts in their capital Accounts; and (vi) sixth, the remaining assets of the Partnership, if any, shall be distributed to the Interest Holders (or their personal representatives, successors and assigns) in accordance with their respective Ownership Percentages.

ARTICLE XI

DISPUTE RESOLUTION; ARBITRATION

The Interest Holders desire to avoid all forms of traditional litigation and therefore agree that (SAVE AND EXCEPT any with respect to determination of purchase price of Interests, which shall be governed by the terms and provisions of Section 9.7(a)) all disputes, controversies or claims arising out of or relating to this Agreement (individually, a “Dispute” and collectively, “Disputes”) shall be resolved in accordance with the procedures described in this Article XI.

11.1 Commercially Reasonable; Promptness. The Interest Holders shall use commercially reasonable efforts to resolve Disputes through direct discussions. Each Interest Holder commits himself/herself/itself to respond promptly to any communications concerning Disputes.

11.2 Initial Meeting. Within fifteen (15) days of written notice that there is a Dispute, each Interest Holder shall meet at a mutually acceptable time and place in El Paso, Texas, or such other location as may be agreed, and as often thereafter as the Interest Holders deem reasonably necessary in an effort to reach an amicable resolution. If an Interest Holder intends to be accompanied at a meeting by an attorney, each other Interest Holder shall be given at least three (3) business days’ notice of such intention and may also be accompanied by an attorney.

Second Amended and Restated Limited Partnership Agreement-Page 38 of 44

11.3 Binding Arbitration. If no amicable resolution or settlement is reached as a result of the procedures in Sections 11.1 or 11.2 herein, the Dispute shall be finally resolved through binding arbitration which shall be conducted expeditiously. The Interest Holders and the arbitration panel shall endeavor to complete the arbitration process within one hundred twenty (120) days of the conclusion of the procedures set forth in Section 11.2 hereof. Unless otherwise agreed to by the Interest Holder, such arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”).

(a) For disputes involving an amount in controversy of less than One Hundred Thousand Dollars ($100,000.00), the arbitration shall be conducted by a single arbitrator. For disputes involving an amount in controversy equal to or greater than One Hundred Thousand Dollars ($100,000.00), the arbitration shall be conducted by a panel of three (3) arbitrators, as follows: (i) Limited Partners together with any Assignee shall, collectively, be permitted to nominate one (1) arbitrator, the General Partner shall be permitted to nominate one (1) arbitrator and the two (2) Interest Holder-nominated arbitrators shall confer and attempt to agree on a suitable chair for the arbitration panel within five (5) business days or such other time as the Interest Holders may agree; and (ii) if the two (2) Interest Holder-nominated arbitrators are unable to agree on a third arbitrator, or if the Interest Holders fail to nominate an arbitrator as herein provided, the arbitrators shall be appointed in accordance with the Rules.

(b) Unless the Interest Holders agree otherwise, the place of arbitration shall be El Paso, Texas. The arbitrators shall not be empowered to award any form of exemplary or punitive damages. As part of any arbitral award pursuant to this Section 11.3, the arbitrators shall render a reasoned award. The Interest Holders consent to judgment on such award being entered in any court having jurisdiction.

11.4 Costs and Attorneys’ Fees. Should any Interest Holder institute any arbitration (or court proceeding, to the extent permitted) under this Article XI to enforce any provision hereof or for damages by reason of the breach, default or liability of the other Interest Holder arising out of any provision of this Agreement or otherwise, the prevailing Interest Holder (as determined by the arbitral panel or court) shall be entitled to recover costs of the arbitration or court proceeding and reasonable attorneys’ fees to be fixed by the arbitral panel or court.

Second Amended and Restated Limited Partnership Agreement-Page 39 of 44

11.5 Jurisdiction, Venue, Etc. Any judicial proceedings permitted to be brought with respect to this Agreement shall be brought in any state or federal court of competent jurisdiction in El Paso, Texas, and each of the Interest Holders generally and unconditionally accepts the exclusive jurisdiction of such courts. Each of the Interest Holders waives, to the fullest extent permitted by applicable law, any objection which such Interest Holder may now or hereafter have to the bringing of any such action or proceeding in such jurisdiction. Without limitation upon the foregoing, each of the Interest Holders irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, or proceeding with respect to or related to a Dispute, in any court with jurisdiction, sitting in El Paso County, Texas, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

11.6 Confidentiality. The dispute resolution proceedings contemplated by this Article XI shall be as confidential and private as permitted by Law. To that end, the Interest Holders shall not disclose the existence, content or results of any proceedings conducted in accordance with this provision, and materials prepared or submitted in connection with such proceedings shall not be admissible in any other proceeding, provided, however, that this confidentiality provision shall not prevent a petition to vacate or enforce an arbitral award, and shall not bar disclosures required by Law or the rules of any applicable securities exchange.

11.7 Third Parties. The Interest Holders agree that any decision or award resulting from proceedings in accordance with this Article XI shall have no preclusive effect in any other matter involving third parties.

11.8 Continuing Obligations. Each Interest Holder is required to continue to perform its obligations under this Agreement pending final resolution of any Dispute.

BINDING ARBITRATION

NOTICE: BY INITIALING IN THE SPACE PROVIDED BELOW EACH INTEREST HOLDER IS AGREEING TO HAVE ANY DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY TEXAS LAW AND EACH INTEREST HOLDER IS GIVING UP ANY RIGHTS SUCH INTEREST HOLDER MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE PROVIDED BELOW EACH INTEREST HOLDER IS GIVING UP SUCH INTEREST HOLDER'S JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THIS PROVISION. IF AN INTEREST HOLDER REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, SUCH REFUSING INTEREST HOLDER MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE LAWS OF THE STATE OF TEXAS. EACH INTEREST HOLDER'S AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

Second Amended and Restated Limited Partnership Agreement-Page 40 of 44

EACH INTEREST HOLDER INITIALING BELOW HAS READ AND UNDERSTANDS THE FOREGOING AND AGREES TO SUBMIT ANY DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT TO NEUTRAL ARBITRATION.

ARTICLE XII

MISCELLANEOUS

12.1 Notices. All notices, requests and other communications hereunder shall be in writing (including wire, telefax or similar writing) and shall be sent, delivered or mailed, addressed, or telefaxed:

(a) If to: Refinery Company, L.C.

6500 Trowbridge Drive

El Paso,Texas 79905

Attention: Scott Weaver

Fax: (915) 881-0002

(b) If to: RHC Holdings, L.P.

6500 Trowbridge Drive

El Paso,Texas 79905

Attention: Mr. Paul Foster

Fax: (915) 881-0002

Each such notice, request or other communication shall be given (i) by mail (postage prepaid, registered or certified mail, return receipt requested), (ii) by hand delivery, (iii) by a nationally recognized courier service or (iv) by telefax, receipt confirmed (with a confirmation copy to be sent by first class mail; provided that the failure to send such confirmation copy shall not prevent such telefax notice from being effective). Each such notice, request or communication shall be effective (i) upon receipt, if mailed to the address specified in this Section 12.1,(ii) if delivered by hand or by nationally recognized courier service, when delivered at the address specified in this Section 12.1,and (iii) if given by telefax, when such telefax is transmitted to the telefax number specified in this Section 12.1, and the appropriate confirmation is received. Any party may change its address for notice by giving notice of such change in the manner specified in this Section 12.1.

Second Amended and Restated Limited Partnership Agreement-Page 41 of 44

12.2 Entire Agreement. This Agreement supersedes all prior agreements and understandings among the Partners with respect to the subject matter hereof.

12.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflicts of law principles therein.

12.4 Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. However, no assignment of any interest in this Agreement may be made other than in accordance with the provisions of this Agreement.

12.5 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original of this Agreement but all of which, taken together, shall constitute one and the same Agreement.

12.6 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12.7 Further Assurances. Each Interest Holder shall execute such deeds, assignments, endorsements, evidences of transfer and other instruments and documents and shall give such further assurances as shall be necessary to perform its obligations hereunder.

12.8 Limitation on Rights of Others. No Person other than an Interest Holder shall have any legal or equitable right, remedy or claim under or in respect of this Agreement.

12.9 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as context may require. If at any time during the term hereof there should be more than one (1) General Partner, all references herein to General Partner shall be deemed to refer to the General Partners as the context may require.

[Signatures on Following Page]

Second Amended and Restated Limited Partnership Agreement-Page 42 of 44

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written and consent to the amendment of that certain First Amended and Restated Agreement of Limited Partnership of Western Refining Company, L.P. (f/k/a Refinery Holding Company, L.P.) dated December 5, 2002, pursuant to Section 4.8 thereof.

GENERAL PARTNER: REFINERY COMPANY, L.C.
a Texas limited liability company
By: WRC Refining Company, Sole Member
By:	/s/ Paul Foster
	Paul Foster, Chief Executive Officer
LIMITED PARTNER:
RHC HOLDINGS, L.P.
a Texas limited partnership
By: WRC Refining Company, General Partner
By:	/s/ Paul Foster
	Paul Foster, Chief Executive Officer

Second Amended and Restated Limited Partnership Agreement-Page 43 of 44

EXHIBIT A

Names and Addresses of Partners

Name	Address	Ownership Percentage Interest
Limited Partner
RHC Holdings, L.P.	6500 Trowbridge Drive	99%
	El Paso,Texas 79905
General Partner
Refinery Company, L.C.	6500 Trowbridge Drive	1%
	El Paso,Texas 79905
Total		100%

Second Amended and Restated Limited Partnership Agreement-Page 44 of 44

EX-3.21

Exhibit 3.21

CERTIFICATE OF FORMATION

WESTERN REFINING GP, LLC

This Certificate of Formation, dated November 2, 2005, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company (the “Company”) under the Act.

1. Name. The name of the Company is: “Western Refining GP, LLC”.

2. Registered Office; Registered Agent. The address of the registered office required to be maintained by Section 18-104 of the Act is:

1209 Orange Street

Wilmington, Delaware 19801.

The name and the address of the registered agent for service of process required to be maintained by Section 18-104 of the Act are:

The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801.

EXECUTED as of the date written first above.

/s/ Scott L. Olson

Scott L.Olson

Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:41 PM 11/02/2005

FILED 12:41 PM 11/02/2005

SRV 050894818 - 4054948 FILE

EX-3.22

Exhibit 3.22

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

WESTERN REFINING GP, LLC

This Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Western Refining GP, LLC (the “Company”), dated as of November 21, 2005, is entered into by Western Refining, Inc., a Delaware corporation, as the sole equity member (the “Member”), and amends and restates the Limited Liability Agreement of the Company, dated November 2, 2005 (the “Original Agreement”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

The Member, by execution of this Agreement, hereby constitutes the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”) and this Agreement; hereby agrees as follows:

Section 1. Name.

The name of the limited liability company is Western Refining GP, LLC and the business of the Company shall be conducted solely under such name or any other name, to the extent permitted by law.

Section 2. Principal Business Office.

The principal business office of the Company shall be located at 6500 Trowbridge Drive, El Paso, Texas 79905 or such other location as may hereafter be determined by the Member.

Section 3. Registered Office.

The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Section 4. Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Section 5. Member.

(a) The Member was admitted to the Company as the initial member of the Company upon its execution of a counterpart signature page to this Agreement. The mailing address of the Member is set forth on Schedule B attached hereto.

(b) The Member may act by written consent.

Section 6. Certificates.

The Member shall be the designated “authorized person” within the meaning of the Act. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in the Specified States and in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act. Upon cancellation of the Certificate of Formation pursuant to the Act, this Agreement shall terminate.

Section 7. Purpose. The purpose to be conducted or promoted by the Company is to engage in the following activities:

(a) to act as the sole general partner of the Partnership; and

(b) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

Section 8. Powers.

The Company and any Manager on behalf of the Company (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 7 and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 9. Management.

(a) The business and affairs of the Company shall be managed by or under the direction of the Managers. The Managers shall be appointed by the Member and shall hold office until their respective successors are selected and qualified or until their earlier death, resignation, expulsion or removal. A Manager need not be a Member. Subject to Section 10, the Member may determine at any time in its sole and absolute discretion the number of Independent Managers. The initial Manager designated by the Member is Paul L. Foster. Each initial Manager hereby accepts its rights and authority as a Manager under this Agreement and agrees to perform and discharge its duties and obligations as a Manager under this Agreement, and further agrees that such rights, authorities, duties and obligations under this Agreement shall continue until its successor as Manager is designated or until its resignation or removal as Manager in accordance with this Agreement. Each initial Manager further agrees and acknowledges that it has been designated as a “manager” of the Company within the meaning of the Act.

(b) Powers. Each Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Section 7 and Section 9, each Manager has the authority to bind the Company.

(c) Compensation of Manager. The Member shall have the authority to fix the compensation of the Managers. A Manager may be paid his/her or its expenses, if any, but shall not receive any salary as a Manager. No such payment shall preclude a Manager from serving the Company in any other capacity and receiving compensation therefore.

(d) Removal of Manager. Unless otherwise restricted by law, a Manager may be removed or expelled, with or without cause, at any time by the Member, and any vacancy caused by any such removal or expulsion may be filled by action of the Member.

(e) Manager as Agent. To the extent of its powers set forth in this Agreement, each Manager is an agent of the Company for the purpose of the Company’s business, and the actions of each Manager taken in accordance with such powers set forth in this Agreement shall bind the Company.

Section 10. Officers.

The Managers may appoint such Officers and agents of the Company as they shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Managers. The Managers may assign titles (including, without limitation, president, vice president, secretary and treasurer) to any such person as they deem advisable. Unless the Managers decide otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 10 may be revoked at any time by the Managers. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Managers. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer elected or appointed and any delegation pursuant to this Section 10 by the Managers may be removed or revoked, as applicable, at any time, with or without cause, by the Managers. Any vacancy occurring in any office of the Company shall be filled by the Managers as determined by the Managers.

The Managers hereby appoint the following individual as the Officers of the Company as of the date hereof:

Title	Name
President and Chief Executive Officer	Paul L. Foster
Executive Vice President	Jeff A. Stevens
Chief Operating Officer	Ralph A. Schmidt
Chief Administrative Officer and Assistant Secretary	Scott D. Weaver
Chief Financial Officer and Treasurer	Gary R. Dalke
Vice President-Legal, Secretary and General Counsel	Lowry Barfield
Assistant Secretary	Melissa Buhrig

Section 11. Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and none of the Member, the Managers or the Officers, shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, a Manager or an Officer of the Company.

Section 12. Capital Contributions.

The Member has contributed to the Company property of an agreed value as listed on Schedule B attached hereto.

Section 13. Additional Contributions.

The Member is not required to make any additional capital contribution to the Company. However, the Member may make additional capital contributions to the Company at any time upon the written consent of such Member. To the extent that the Member makes an additional capital contribution to the Company, the Member shall revise Schedule B of this Agreement. The provisions of this Agreement, including this Section 13, are intended to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (other than a Covered Person) (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Section 14. Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member as long as the Company is disregarded as an entity separate from its owner for federal income tax purposes.

Section 15. Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Managers. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or any other applicable law.

Section 16. Books and Records.

The Managers shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The Member and its duly authorized representatives shall have the right to examine the Company books, records and documents during normal business hours. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

Section 17. Entity Classification for Income Tax Purposes.

Since its formation, the Company has been and shall be disregarded as an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3 (and for state income tax purposes in all states that follow the federal entity classification rules) until such time as the Company shall elect to be taxed as a corporation pursuant to Treasury Regulation Section 301.7701-3. The Company shall so elect to be taxed as a corporation effective no later than the day before the member completes an initial public offering of its common stock.

Section 18. Other Business.

Notwithstanding any duty otherwise existing at law or in equity, the Member, the Managers and the Officers and any Affiliate of the Member or the Managers or the Officers may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

Section 19. Exculpation and Indemnification.

(a) To the fullest extent permitted by applicable law, none of the Member, the Managers, the Officers or any officer, director, employee, agent or Affiliate of the foregoing (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 19 by the Company shall be provided out of and to the extent of Company assets only, and the Member, the Managers, the Officers shall not have personal liability on account thereof.

(c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 19.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters that the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(e) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(f) The foregoing provisions of this Section 19 shall survive any termination of this Agreement.

Section 20. Assignments.

To the fullest extent permitted by law, a Member or beneficial owner of any Member Interest may sell, assign, transfer, mortgage, charge or otherwise encumber (collectively called a “Transfer”), its Member Interest or any beneficial interest therein. Subject to Section 21, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 20, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

Section 21. Admission of Additional Members.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

Section 22. Dissolution.

(a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the

entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Section 20 and Section 21, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Section 21), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company.

(b) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member shall not cause the Member, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

(d) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Section 23. Waiver of Partition; Nature of Interest.

Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, the Member hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law, or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to Section 16 hereof. The interest of the Member in the Company is personal property.

Section 24. Benefits of Agreement; No Third-Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person (other than Covered Persons).

Section 25. Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

Section 26. Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

Section 27. Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement, including, without limitation, Sections 7, 8, 9, 10, 20, 21, 24, 27 and 29, constitutes a legal, valid and binding agreement of the Member, in accordance with its terms.

Section 28. Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 29. Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

Section 30. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, and all of which together shall constitute one and the same instrument.

Section 31. Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Section 2, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

Section 32. Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of November 21, 2005.

Section 33. Article 8 Opt-In.

Each Member Interest shall constitute a “security” within the meaning of (i) Section 8-102(a)(15) of the Uniform Commercial Code as in effect from time to time in the State of Delaware and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del. C. § 8 101, et seq.) (the “UCC”), such provision of Article 8 of the UCC shall be controlling.

Section 34. Unit Certificates.

(a) Upon the issuance of Member Interests in the Company to any Person in accordance with the provisions of this Agreement, the Company shall issue one or more nonnegotiable certificates in the name of such Person substantially in the form of Exhibit A to the Original Agreement (each, a “Unit Certificate”), which evidences the ownership of the Member Interests of such Person. Each such Unit Certificate shall be denominated in terms of the percentage of the Member Interests in the Company evidenced by such Unit Certificate and shall be signed by the Member on behalf of the Company.

(b) The Company shall issue a new Unit Certificate in place of any Unit Certificate previously issued if the holder of the Member Interests represented by such Unit Certificate, as reflected on the books and records of the Company:

(i) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Unit Certificate has been lost, stolen or destroyed;

(ii) requests the issuance of a new Unit Certificate before the Company has notice that such previously issued Unit Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii) if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Unit Certificate; and

(iv) satisfies any other reasonable requirements imposed by the Company.

(c) Upon a Member’s transfer in accordance with the provisions of this Agreement of any or all Member Interests represented by a Unit Certificate, the transferee of such Member Interests shall deliver such Unit Certificate to the Company for cancellation (executed by such transferee on the reverse side thereof), and the Company shall thereupon issue a new Unit Certificate to such transferee for the percentage of Member Interests being transferred and, if applicable, cause to be issued to such Member a new Unit Certificate for that percentage of Member Interests in the Company that were represented by the canceled Unit Certificate and that are not being transferred.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Amended and Restated Limited Liability Company Agreement as of the 21st day of November, 2005.

MEMBER:
WESTERN REFINING, INC., a Delaware corporation
By:	/s/ Paul L. Foster
Name:	Paul L. Foster
Title:	President and Chief Executive Officer
MANAGER:
/s/ Paul L. Foster
Paul L. Foster

SCHEDULE A

Definitions

A. Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” has the meaning set forth in the preamble to this Agreement.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person.

“Agreement” means this Amended and Restated Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101 (1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on November 2, 2005, as amended or amended and restated from time to time.

“Company” means Western Refining GP, LLC, a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

A-1

“Covered Persons” has the meaning set forth in Section 20(a).

“Manager” means each person selected to be a manager of the Company from time to time by the Member. A Manager is hereby designated as a “manager” of the Company within the meaning of Section 18-101(10) of the Act. The term “Manager” shall not include any Independent Manager.

“Member” means Western Refining, Inc., as the initial member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Member Interest” means with respect to any Member of the Company, (a) that Member’s status as a member of the Company; (b) that Member’s right to receive distributions from the Company; (c) all rights, benefits and privileges enjoyed by that Member (under the Act, this Agreement or otherwise) in its capacity as a Member, including that Member’s rights to vote, consent and approve and otherwise participate in the management of the Company; and (d) all obligations, duties and liabilities imposed on the Member (under the Act, this Agreement or otherwise) in its capacity as a Member, including any obligations to make capital contributions.

“Officer” means an officer of the Company appointed pursuant to Section 11.

“Partnership” means Western Refining Company, L.P.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization or other organization, whether or not a legal entity, and any governmental authority.

“Specified States” means the state of Delaware, and such other states as the Managers may determine in their sole discretion.

“Transfer” shall have the meaning set forth in Section 20.

B. Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

A-2

SCHEDULE B

Member

		Agreed Value of	Limited Liability
Name	Mailing Address	Capital Contribution	Company Interest
Western Refining, Inc.	6500 Trowbridge Drive El Paso, Texas 79905	$1,000	100%

B-1

EX-3.23

Exhibit 3.23

CERTIFICATE OF FORMATION

WESTERN REFINING LP, LLC

This Certificate of Formation, dated November 2, 2005, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company (the “Company’’) under the Act.

1. Name. The name of the Company is: “Western Refining LP, LLC”.

2. Registered Office; Registered Agent. The address of the registered office required to be maintained by Section 18-104 of the Act is:

1209 Orange Street

Wilmington, Delaware 19801.

The name and the address of the registered agent for service of process required to be maintained by Section 18-1 04 of the Act are:

The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801.

EXECUTED as of the date written first above.

/s/ Scott L. Olson

Scott L. Olson

Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:41 PM 11/02/2005

FILED 12:42 PM 11/02/2005

SRV 050894830 - 4054962 FILE

EX-3.24

Exhibit 3.24

LIMITED LIABILITY COMPANY AGREEMENT

OF

WESTERN REFINING LP, LLC

This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Western Refining LP, LLC (the “Company”), dated as of November 2, 2005, is entered into by Western Refining, Inc., a Delaware corporation, as the sole equity member (the “Member”), and Joan L. Dobrzynski, as the Independent Manager (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

The Member, by execution of this Agreement, hereby constitutes the Company as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”) and this Agreement; and Joan L. Dobrzynski hereby agrees as follows:

Section 1. Name.

The name of the limited liability company is Western Refining LP, LLC and the business of the Company shall be conducted solely under such name or any other name, to the extent permitted by law.

Section 2. Principal Business Office.

The principal business office of the Company shall be located at Nemours Building, Suite 1410, 1007 Orange Street, Wilmington, Delaware 19801, or such other location as may hereafter be determined by the Member.

Section 3. Registered Office.

The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Section 4. Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of De1aware are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Section 5. Member.

(a) The Member was admitted to the Company as the initial member of the Company upon its execution of a counterpart signature page to this Agreement. The mailing address of the Member is set forth on Schedule B attached hereto.

(b) Subject to Section 9(f), the Member may act by written consent.

(c) Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Section 21 and Section 22, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Section 22 and Section 23), each Person acting as an Independent Manager pursuant to Section 10 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a non-economic member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each Person acting as an Independent Manager pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each Person acting as an Independent Manager pursuant to Section 10 shall not be a member of the Company.

Section 6. Certificates.

The Member shall be the designated “authorized person” within the meaning of the Act. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in the Specified States and in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act. Upon cancellation of the Certificate of Formation pursuant to the Act, this Agreement shall terminate.

Section 7. Purpose. The purpose to be conducted or promoted by the Company is to engage in the following activities:

(a) to act as the sole limited partner of the Partnership; and

(b) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes.

2

Section 8. Powers.

Subject to Section 9(f), the Company and any Manager on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 7 and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Section 9. Management.

(a) Subject to Section 9(f), the business and affairs of the Company shall be managed by or under the direction of the Managers. The Managers shall be appointed by the Member and shall hold office until their respective successors are selected and qualified or until their earlier death, resignation, expulsion or removal. A Manager need not be a Member. Subject to Section 10, the Member may determine at any time in its sole and absolute discretion the number of Independent Managers. The initial number of Independent Managers shall be one. The initial Manager designated by the Member, who shall also be the initial Independent Manager, is Joan L. Dobrzynski. Each initial Manager hereby accepts its rights and authority as a Manager under this Agreement and agrees to perform and discharge its duties and obligations as a Manager under this Agreement, and further agrees that such rights, authorities, duties and obligations under this Agreement shall continue until its successor as Manager is designated or until its resignation or removal as Manager in accordance with this Agreement. Each initial Manager further agrees and acknowledges that it has been designated as a “manager” of the Company within the meaning of the Act.

(b) Powers. Subject to Section 9(f), each Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Section 7 and Section 9, each Manager has the authority to bind the Company.

(c) Compensation of Manager. The Member shall have the authority to fix the compensation of the Managers. A Manager may be paid his/her or its expenses, if any, but shall not receive any salary as a Manager. No such payment shall preclude a Manager from serving the Company in any other capacity and receiving compensation therefor.

(d) Removal of Manager. Unless otherwise restricted by law, a Manager may be removed or expelled, with or without cause, at any time by the Member, and any vacancy caused by any such removal or expulsion may be filled by action of the Member.

(e) Manager as Agent. To the extent of its powers set forth in this Agreement and subject to Section 9(f), each Manager is an agent of the Company for the purpose of the Company’s business, and the actions of each Manager taken in accordance with such powers set forth in this Agreement shall bind the Company.

3

(f) Limitations on the Company’s Activities.

(i) This Section 9(f) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.

(ii) The Member shall not amend, alter, change or repeal the definition of “Independent Manager” or Section 5(c), Section 8, Section 9, Section 10, Section 20, Section 22, Section 23, Section 24 or Schedule A of this Agreement without the unanimous written consent of the Independent Managers. Subject to this (f), the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 30.

(iii) The Managers shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that, subject to Section 9(f)(ii), the Company shall not be required to preserve any such right or franchise if the Managers shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the Company.

Failure of the Company, or the Member or the Managers on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member, the Managers, the Officers, the Special Members or the Independent Managers.

Section 10. Independent Managers.

No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement, and the Independent Managers shall have no authority to bind the Company. In exercising their rights and performing their duties under this Agreement, any Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. At such time as all Obligations of the Company have been paid in full, any provision of Section 9(f) or otherwise herein requiring the consent of the Independent Managers shall no longer be effective.

4

Section 11. Officers.

The Managers may appoint such Officers and agents of the Company as they shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Managers. The Managers may assign titles (including, without limitation, president, vice president, secretary and treasurer) to any such person as they deem advisable. Unless the Managers decide otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 11 may be revoked at any time by the Managers. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Managers. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer elected or appointed and any delegation pursuant to this Section 11 by the Managers may be removed or revoked, as applicable, at any time, with or without cause, by the Managers. Any vacancy occurring in any office of the Company shall be filled by the Managers as determined by the Managers.

The Managers hereby appoint the following individual as the initial Officers of the Company:

President, Treasurer and Secretary	Joan L. Dobrzynski
Assistant Secretary and Assistant Treasurer	Francis B. Jacobs II

Section 12. Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and none of the Member, the Managers, the Officers, the Special Members or the Independent Managers shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, a Manager, an Officer, a Special Member or an Independent Manager of the Company.

Section 13. Capital Contributions.

The Member has contributed to the Company property of an agreed value as listed on Schedule B attached hereto. In accordance with Section 5(c), the Special Members shall not be required to make any capital contributions to the Company.

Section 14. Additional Contributions.

The Member is not required to make any additional capital contribution to the Company. However, the Member may make additional capital contributions to the Company at any time upon the written consent of such Member. To the extent that the Member makes an additional capital contribution to the Company, the Member shall revise Schedule B of this Agreement. The provisions of this Agreement, including this Section 14, are intended to benefit the Member

5

and the Special Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (other than a Covered Person) (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member and the Special Members shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

Section 15. Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

Section 16. Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Managers. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or any other applicable law.

Section 17. Books and Records.

The Managers shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The Member and its duly authorized representatives shall have the right to examine the Company books, records and documents during normal business hours. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

Section 18. Entity Classification for Income Tax Purposes.

The Company shall be disregarded as an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3 (and for state income tax purposes in all states that follow the federal entity classification rules). The Company shall not elect to be taxed as a corporation pursuant to Treasury Regulation Section 301.7701-3.

Section 19. Other Business.

Notwithstanding any duty otherwise existing at law or in equity, the Member, the Managers, the Officers, the Special Members and any Independent Manager and any Affiliate of the Member or the Managers or the Officers or the Special Members or the Independent Managers may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

6

Section 20. Exculpation and Indemnification.

(a) To the fullest extent permitted by applicable law, none of the Member, the Managers, the Officers, the Special Members, the Independent Managers or any officer, director, employee, agent or Affiliate of the foregoing (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who is bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a mam1er reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 by the Company shall be provided out of and to the extent of Company assets only, and the Member, the Managers, the Officers and the Special Members shall not have personal liability on account thereof.

(c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 20.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters that the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(e) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(f) The foregoing provisions of this Section 20 shall survive any termination of this Agreement.

7

Section 21. Assignments.

(a) To the fullest extent permitted by law, a Member or beneficial owner of any Member Interest may sell, assign, transfer, mortgage, charge or otherwise encumber (collectively called a “Transfer”), its Member Interest or any beneficial interest therein. Subject to Section 22, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. If the Member transfers all of its limited liability company interest in the Company pursuant to this Section 21, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company.

(b) No Special Member shall have any right to assign or transfer any of its rights as a Special Member unless (i) a successor Special Member has been admitted to the Company as a Special Member, and (ii) such successor Special Member has also accepted its appointment as an Independent Manager.

Section 22. Admission of Additional Members.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

Section 23. Dissolution.

(a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of , the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Section 21 and Section 22, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Section 22), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company.

8

(b) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

(c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

(d) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Section 24. Waiver of Partition; Nature of Interest.

Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, each of the Member and the Independent Managers hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law, or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to Section 16 hereof. The interest of the Member in the Company is personal property.

Section 25. Benefits of Agreement; No Third-Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member or a Special Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person (other than Covered Persons).

Section 26. Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

Section 27. Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

9

Section 28. Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement, including, without limitation, Sections 7, 8, 9, 10, 20, 21, 22, 23, 25, 28 and 30, constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member by the Independent Managers, in accordance with its terms.

Section 29. Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

Section 30. Amendments.

Subject to Section 9(f), this Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

Section 31. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, and all of which together shall constitute one and the same instrument.

Section 32. Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in Section 2, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

Section 33. Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of November 2, 2005.

Section 34. Article 8 Opt-In.

Each Member Interest shall constitute a “security” within the meaning of (i) Section 8-102(a)(15) of the Uniform Commercial Code as in effect from time to time in the State of Delaware and (ii) the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del. C. § 8 101, et seq.) (the “UCC”), such provision of Article 8 of the UCC shall be controlling.

10

Section 35. Unit Certificates.

(a) Upon the issuance of Member Interests in the Company to any Person in accordance with the provisions of this Agreement, the Company shall issue one or more non-negotiable certificates in the name of such Person substantially in the form of Exhibit A hereto (each, a “Unit Certificate”), which evidences the ownership of the Member Interests of such Person. Each such Unit Certificate shall be denominated in terms of the percentage of the Member Interests in the Company evidenced by such Unit Certificate and shall be signed by the Member on behalf of the Company.

(b) The Company shall issue a new Unit Certificate in place of any Unit Certificate previously issued if the holder of the Member Interests represented by such Unit Certificate, as reflected on the books and records of the Company:

(i) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Unit Certificate has been lost, stolen or destroyed;

(ii) requests the issuance of a new Unit Certificate before the Company has notice that such previously issued Unit Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii) if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Unit Certificate; and

(iv) satisfies any other reasonable requirements imposed by the Company.

(c) Upon a Member’s transfer in accordance with the provisions of this Agreement of any or all Member Interests represented by a Unit Certificate, the transferee of such Member Interests shall deliver such Unit Certificate to the Company for cancellation (executed by such transferee on the reverse side thereof), and the Company shall thereupon issue a new Unit Certificate to such transferee for the percentage of Member Interests being transferred and, if applicable, cause to be issued to such Member a new Unit Certificate for that percentage of Member Interests in the Company that were represented by the canceled Unit Certificate and that are not being transferred.

[SIGNATURE PAGE FOLLOWS]

11

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Limited Liability Company Agreement as of the 2nd day of November, 2005.

MEMBER:
WESTERN REFINING, INC., A Delaware corporation
By:
Name:	Paul L. Foster
Title:	President and Chief Executive Officer
MANAGER AND INDEPENDENT MANAGER:
Joan L. Dobrzynski

SCHEDULE A

Definitions

A. Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” has the meaning set forth in the preamble to this Agreement.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person.

“Agreement” means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on November 2, 2005, as amended or amended and restated from time to time.

“Company” means Western Refining LP, LLC, a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

A-1

“Covered Persons” has the meaning set forth in Section 20(a).

“Independent Manager” means a natural person who, for the five-year period prior to his or her appointment as Independent Manager has not been, and during the continuation of his or her service as Independent Manager is not: (a) a direct or indirect legal or beneficial owner of the Company or any of its Affiliates or any Property Owner or any of their respective Affiliates, (b) a creditor, supplier, employee, officer, director (other than in its capacity as Independent Manager), family member, manager, or contractor of the Company or any of their respective Affiliates, or (c) a Person who controls (directly, indirectly, or otherwise) the Company or any of its Affiliates or any of their respective Affiliates or any creditor, supplier, employee, officer, director, family member, manager or contractor of such Person or any of their respective Affiliates.

“Manager” means each person selected to be a manager of the Company from time to time by the Member. A Manager is hereby designated as a “manager” of the Company within the meaning of Section 18-101(10) of the Act. The term “Manager” shall not include any Independent Manager.

“Member” means Western Refining, Inc., as the initial member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, that the term “Member” shall not include the Special Members.

“Member Interest” means with respect to any Member of the Company, (a) that Member’s status as a member of the Company; (b) that Member’s right to receive distributions from the Company; (c) all rights, benefits and privileges enjoyed by that Member (under the Act, this Agreement or otherwise) in its capacity as a Member, including that Member’s rights to vote, consent and approve and otherwise participate in the management of the Company; and (d) all obligations, duties and liabilities imposed on the Member (under the Act, this Agreement or otherwise) in its capacity as a Member, including any obligations to make capital contributions.

“Officer” means an officer of the Company appointed pursuant to Section 11.

“Partnership” means Western Refining MergerSub, L.P.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization or other organization, whether or not a legal entity, and any governmental authority.

“Special Member” means, upon such person’s admission to the Company as a member of the Company pursuant to Section 5(c), a person acting as Independent Manager, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

“Specified States” means the state of Delaware, and such other states as the Managers may determine in their sole discretion.

“Transfer” shall have the meaning set forth in Section 21(a).

A-2

B. Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

A-3

SCHEDULE B

Name	Mailing Address	Agreed Value of Capital Contribution	Limited Liability Company Interest
Western Refining, Inc.	6500 Trowbridge Drive El Paso, Texas 79905	$1,000	100%

B-1

EX-3.25

Exhibit 3.25

Filed in Office of

NM State Corporation Commission

Nov – 3 1999

Corporation Department

ARTICLES OF INCORPORTATION

OF

GIANT PIPELINE COMPANY

The undersigned, acting as incorporator of a corporation under the New Mexico Business Corporation Act, adopts the following Articles of Incorporation for the corporation:

ARTICLE I

The name of the corporation will be “GIANT PIPELINE COMPANY”.

ARTICLE II

The period of duration is perpetual.

ARTICLE III

The purpose for which the corporation is organized are: The transportation of liquid hydrocarbon products and any lawful business for which corporations may be incorporated under the New Mexico Business Corporation Act.

ARTICLE IV

The aggregate number of shares which the corporation shall have authority to issue will be 500,000 share of Common.

ARTICLE V

Preemptive rights on any stock or security in any manner whatsoever are allowed.

ARTICLE VI

The name of its initial registered agent is : CT Corporation System and the street address, city and zip code of it initial registered office in New Mexico is: 123 E. Marcy Street, Santa Fe, NM 87501

Received Nov – 3 1999

NM ST CORP COMM CORPORATION DEPT

ARTICLE VII

The number constituting the initial board of directors is 3 and the names and addresses of the persons who have consented to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify are:

NAME	ADDRESS
James E. Acridge	23733 N. Scottsdale Rd.
	Scottsdale, Arizona 85255
Fredric L. Holliger	23733 N. Scottsdale Rd.
	Scottsdale, Arizona 85255
Morgan M. Gust	23733 N. Scottsdale Rd.
	Scottsdale, Arizona 85255

ARTICLE VIII

The name and address of the incorporator is:

NAME	ADDRESS
Kim H. Bullerdick	23733 N. Scottsdale Rd.
	Scottsdale, Arizona 85255

Dated: November 2, 1999

/s/ Kim H. Bullerdick

Kim H. Bullerdick

824     0704

ARTICLES OF INCORPORATION OF

GIANT PIPELINE PAGE 2

SUBMIT ORIGINAL AND A COPY	NOV 14 2007
TYPE OR PRING LEGIBLY BUREAU	CORPORATIONS
3339199

Profit Corporation

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of the New Mexico Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment for the purpose of amending its Articles of Incorporation:

ARTICLE ONE: The name of the company is (include NMPRC#): GIANT PIPELINE COMPANY #2039824

ARTICLE TWO: The following articles are amended as set forth here (identify by article number and attach pages if necessary):

The name of the Corporation is changed to Western Refining Pipeline Company. Article I of the Articles of Incorporation of the Corporation is deleted in its entirety and the following is substituted in place thereof:

“ARTICLE I

    Name

The name of the corporation will be Western Refining Pipeline Company.”

ARTICLE THREE; (Select the applicable statement, and complete accordingly)

¨ No shares have been issued, and the amendment was adopted by a resolution of the board of directors. The date the amendment adopted was                             .

x Shares have been issued, and the amendment was adopted by a majority vote of the shareholders entitled to vote.

The number of shares issued at the time of such adoption was 1,000.

The number of shares entitled to vote was 1,000.

The number of shares that voted for the amendment was 1,000.

The number of shares that voted against the amendment was -0-.

The date the amendment was adopted was November 9, 2007.

ARTICLE FOUR (Complete only if applicable): The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected is as follows:

ARTICLE FIVE: If these articles of Amendment are not to be effective upon filing with the commission, the effective date is: (effective date may not be more than 30 days subsequent to the date articles are received by the commission)                                         

Dated: November 9, 2007		Giant Pipeline Company
		Name of Corporation
	By	/s/ Scott Weaver, Chief Administrative Officer
		Signature of Authorized Officer
		Scott Weaver, Chief Administrative Officer

Form DPR-AM

(revised 7/03)

NM005- 01/10/2003 C T System Online

Received

Nov 14 2007

NM PUBLIC REG COMM

CORPORATION BUREAU

EX-3.26

Exhibit 3.26

BY-LAWS

OF

GIANT PIPELINE COMPANY

ARTICLE I

LOCATION OF OFFICE

The principal office of the corporation in the State of New Mexico shall be located in the Town of Bloomfield, County of San Juan. The corporation may have such other offices, either within or without the State of New Mexico, as the business of the corporation may require from time to time.

ARTICLE II

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held in the second quarter of each fiscal year for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. In the event that such annual meeting is omitted by oversight or otherwise on the date herein provided for, the Board of Directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be, and any business transacted or elections held at such meetings shall be as valid as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for the annual shareholders’ meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the President, the Secretary, by a majority of the Board of Directors or by the holders of not less than a majority of all the outstanding shares of the corporation.

SECTION 3. PLACE OF MEETING. The President or Secretary may designate any place, either within or without the State of New Mexico, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders also may designate any place, either within or without the State of New Mexico, as the place for the holding of such meeting. If no designation is made or if a special meeting be otherwise called, the place for the holding of such meeting shall be the principal office of the corporation in the State of New Mexico.

BYLAWS OF GIANT PIPELINE COMPANY Page | 1

SECTION 4. NOTICE OF SHAREHOLDERS’ MEETINGS. Written notice of each shareholders’ meeting stating the time and the place, and the objects for which such meetings are called, shall be given by the President, the Treasurer, the Secretary an Assistant Secretary or by any one or more shareholders entitled to call a special meeting of the shareholders personally or by mail not less than 10 nor more than 50 days prior to the date of the meeting, to each shareholder of record at the shareholder’s address as it appears on the stock books of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notice intended for the shareholder be mailed to some other address, in which case it shall be mailed to the address designated in such request.

SECTION 5. QUORUM OF SHAREHOLDERS. At any meeting of the shareholders, a majority in interest of all the capital stock issued and outstanding, represented by shareholders of record in person or by proxy, shall constitute a quorum, but a lesser interest may adjourn any meeting, and the meeting may be held as adjourned without further notice; provided, however, that Directors shall not be elected at meetings so adjourned. When a quorum is present at any meeting, a majority in interest of the stock represented thereat shall decide any question brought before such meeting, unless the question is one upon which by express provision of law or of the Articles of Incorporation or of these bylaws a larger or different vote is required, in which case such express provision shall govern and control the decision of such question.

SECTION 6. VOTING. Voting of shares shall be in accordance with the Business Corporation Act of New Mexico (Sections 53-11-1 through 53-11-51), or other applicable statutes, as now existing or as hereafter amended. Unissued shares shall not be voted. There shall be no cumulative voting.

SECTION 7. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting.

SECTION 8. ACTION BY CONSENT. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent shall have the effect of a unanimous vote.

ARTICLE III

STOCK

SECTION 1. CERTIFICATES. Certificates of stock shall be in a form approved and adopted by the Board of Directors. They shall be signed by the Chairman or Vice Chairman of the Board of Directors, the President, or any Vice President, and counter-signed by the Secretary. They shall be consecutively numbered and state upon their face the information required by law. The name and address of the person owning the shares with the number of shares and the date of issue shall be entered on the Corporation’s books.

BYLAWS OF GIANT PIPELINE COMPANY Page | 2

SECTION 2. ASSIGNMENT AND CANCELLATION. All certificates of stock transferred by assignment shall be surrendered for cancellation and new certificates issued to the purchasers or assignees.

SECTION 3. TRANSFER. Shares of stock shall be transferred on the books of the Corporation only by the holder thereof in person or by the holder’s attorney-in-fact.

ARTICLE IV

DIRECTORS

SECTION 1. GENERAL POWERS. The Board of Directors shall have the entire management of the business of the Corporation. In the management and control of the property, business, and affairs of the Corporation, the Board of Directors is hereby vested with all the powers possessed by the Corporation itself, so far as this delegation of authority is not inconsistent with laws of the State of New Mexico, with the Articles of Incorporation of the Corporation, or with these bylaws. The Board of Directors shall have the power to determine what constitutes net earnings, profits, and surplus, respectively, what amount shall be reserved for working capital and for any other purpose, and what amount shall be declared as dividends, and such determination by the Board of Directors shall be final and conclusive.

SECTION 2. NUMBER, TENURE AND DISQUALIFICATIONS. The number of Directors of the Corporation shall be three. Each Director shall hold office for the term for which he is elected or until the Director’s successor shall have been elected and qualified. Directors need not be residents of New Mexico or shareholders of the Corporation.

SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of New Mexico, for the holding of additional regular meetings without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any one Director. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of New Mexico, as the place for holding any special meeting of the Board of Directors called by them.

BYLAWS OF GIANT PIPELINE COMPANY Page | 3

SECTION 5. NOTICE. Notice of any special meeting shall be given at least two days prior thereto by written notice delivered personally or mailed to each Director at The Director’s business address, or by telephone, facsimile, e-mail or commercial mail services. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 6. QUORUM. A majority of the number of Directors fixed by these bylaws as constituting the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number (not less than two) may adjourn any meeting and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the members present thereat shall decide any question brought before such meeting, except as otherwise provided by law or by these bylaws.

SECTION 7. MANNER OF ACTING. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. ACTION BY CONSENT. Any action required to be taken at a meeting of the Directors, or any other action which may be taken at a meeting of Directors, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the effect of a unanimous vote and shall be equally valid as if said action were approved at a meeting.

SECTION 9. PARTICIPATION BY TELEPHONE. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors or in a directorship to be filled by reason of any increase in the number of directors may be filled by the Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of the Director’s predecessor in office.

SECTION 11. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

BYLAWS OF GIANT PIPELINE COMPANY Page | 4

ARTICLE V

OFFICERS

SECTION 1. NUMBER. The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors, by resolution, may create the offices of one or more Assistant Treasurers and Assistant Secretaries, all of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. PRESIDENT. The President shall be the chief executive officer of the corporation. The President, unless some other person is specifically authorized by vote of the Board of Directors, shall sign all certificates of stock, bonds, deeds, mortgages, and extension agreements, modification of mortgage agreements, leases, and contracts of the corporation. He shall perform all the duties commonly incident to this office and shall perform such other duties as the Board of Directors shall designate.

SECTION 6. VICE PRESIDENT. Except as specially limited by vote of the Board of Directors, any Vice president shall perform the duties and have the powers of the President during the absence or disability of the President and shall have the power to sign all certificates of stock, bonds, deeds, and contracts of the corporation. He shall perform such other duties and have such other powers as the Board of Directors shall designate.

BYLAWS OF GIANT PIPELINE COMPANY Page | 5

SECTION 7. TREASURER. The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers, and documents of the corporation and shall have and exercise, under the supervision of the Board of Directors, all the powers and duties commonly incident to his office. He shall deposit all funds of the corporation in such bank or banks as the directors shall designate. He may endorse for deposit or collection all checks and notes payable to the corporation or to its order, may accept drafts on behalf of the corporation, and together with the President or a Vice President may assign certificates of stock. He shall keep accurate books of account of the corporation’s transactions which shall be the property of the corporation, and shall be subject at all times to the inspection and control of the Board of Directors.

SECTION 8. SECRETARY. The Secretary shall keep accurate minutes of all meetings of the shareholders and the Board of Directors, and shall perform all the duties commonly incident to his office, and shall perform such other duties and have such other powers as the Board of Directors shall designate. The Secretary shall have power, together with the President or a Vice President, to sign certificates of stock of the corporation. In his absence at any meeting an Assistant Secretary or a Secretary Pro Tempore shall perform his duties thereat.

SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary respectively, or by the President or the Board of Directors.

SECTION 10. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

BYLAWS OF GIANT PIPELINE COMPANY Page | 6

SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall be the twelve-month period ending December 31 of each year.

ARTICLE VIII

DIVIDENDS

SECTION 1. SOURCE AND FORM. Dividends may be declared in the form of cash, in the corporation’s authorized but unissued shares, or in the property of the corporation. No dividends shall be declared or paid on the stock of the corporation if, were the dividends paid, either (1) the corporation would be unable to pay its debts as they become due in the usual course of its business; or (2) the corporation’s total assets would be less than the sum of its total liabilities and the maximum amount that then would be payable, in any liquidation, in respect of all outstanding shares having preferential rights in liquidation.

SECTION 2. DECLARATION. The date for the declaration of dividends shall be the date of the meeting of the Board of Directors at which the dividends shall be declared. The Board of Directors in its discretion shall declare what, if any, dividends shall be issued upon the stock of the corporation. Dividends may be declared at any meeting, regular or special, of the Board of Directors. The Board of Directors may fix in advance a record date for the determination of the shareholders entitled to a dividend distribution, which date shall not be less than three (3) days nor more than twenty (20) days from the date on which such Board took such action. The shareholders of record as of the record date shall be entitled to receive the dividends.

ARTICLE IX

SEAL

The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation.

BYLAWS OF GIANT PIPELINE COMPANY Page | 7

ARTICLE X

WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of these bylaws or under the provisions of the Articles of Incorporation or under the provisions of the law under which this corporation is organized, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation, by approval given to these bylaws, indemnifies each and every Director and officer and each person who may hereafter at any time serve at its request as a Director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by each such Director and officer in connection with the settlement or defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such Director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the corporation; and it specifically indemnifies each such Director and officer from payment of any judgment, levy, or demand that might be granted against any such Director or officer by virtue of his occupancy of said directorship or office growing out of any such action, suit, or proceeding.

The indemnification described in this ARTICLE XI is in addition to, and not in lieu of, the indemnification of directors and officers described in NMSA 1978, §53-114.1 as the same may be amended from time to time.

ARTICLE XII

AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted at any annual meeting of the Board of Directors of the corporation or at any special meeting when the proposal to amend these bylaws has been stated in the notice of such special meeting, by a majority vote of the Directors represented at the meeting.

BYLAWS OF GIANT PIPELINE COMPANY Page | 8

EX-3.27

Exhibit 3.27

AZ. CORP COMMISSION

FOR THE STATE OF AZ.

FILED

MAY 25 2:28 PM ‘89                    

APPR/S/                                           

    DATE APPR 6-12-89

    TERM                          

                      DATE                    TIME            

      074717-4

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

GIANT INDUSTRIES, INC.

Pursuant to the provisions of A.R.S. §§ 10-061 and 10-064, Giant Industries, Inc., an Arizona corporation (the “Corporation”), hereby adopts the following Articles of Amendment and certifies as follows:

FIRST:	The name of the Corporation is Giant Industries, Inc.
SECOND:	The document attached hereto as Exhibit “A” and by this reference incorporated herein sets forth the Amended and Restated Articles of Incorporation which were adopted by the shareholders of the Corporation on May 17, 1989, in the manner prescribed by the Arizona Business Corporation Act.
THIRD:	8,926 common shares, $10.00 par value were outstanding at the time of adoption of the Amended and Restated Articles of Incorporation and all of such shares were entitled to vote thereon.
FOURTH:	The number of shares voted for or against the Amended and Restated Articles of Incorporation, respectively, was:

NUMBER OF SHARES FOR	NUMBER OF SHARES AGAINST
8,926	-0-

FIFTH:	The Amended and Restated Articles of Incorporation do not provide for an exchange, reclassification, or cancellation of issued shares.
SIXTH:	The Amended and Restated Articles of Incorporation do not effect a change in the amount of the Corporation’s stated capital.
DATED:	May 17, 1989.

GIANT INDUSTRIES. INC.
By:	/s/ James E. Acridge
	James E. Acridge President
By:	/s/ Secretary
	Secretary

EXHIBIT “A”

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

GIANT INDUSTRIES, INC.

We, the undersigned incorporators, having associated ourselves together for the purpose of forming a corporation under the laws of the State of Arizona, adopt the following Articles of Incorporation.

I.

NAME

The name of the corporation is Giant Industries, Inc.

I I.

PURPOSE

This corporation is organized for the purpose of transacting any or all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as amended from time to time.

I I I.

INITIAL BUSINESS

The corporation initially intends actually to conduct in the State of Arizona the business of producing, refining, selling and otherwise dealing in gasoline and all other petroleum products.

I V.

AUTHORIZED CAPITAL

The corporation shall have authority to issue One hundred thousand (100,000) common shares with ten dollar ($10.00) par value per share. Shares shall be paid for at such time, and in such manner, as the Board of Directors shall determine.

V.

INITIAL BOARD OF DIRECTORS

The initial Board of Directors shall consist of three (3) members, who shall serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified, and whose names and addresses are:

James E. Acridge	Christine Acridge
8425 North 35th Drive	8425 North 35th Drive
Phoenix, Arizona	Phoenix, Arizona

Alvis J. Moore

3819 West Echo Lane

Phoenix, Arizona

V I.

LIMITATION OF DIRECTOR LIABILITY

No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Article shall not eliminate or limit the liability of a director for (i) any breach of the director’s duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) authorizing the unlawful payment of a dividend or other distribution on the corporation’s capital stock or the unlawful purchase of its capital stock; (iv) a violation of Arizona Revised Statutes Section 10-041—Director conflicts of interest; or (v) any transaction from which the director derived an improper personal benefit. This Article shall not eliminate or limit the liability of a director for any act or omission occurring before August 18, 1987.

V I I.

INCORPORATORS

The names and addresses of the incorporators are:

James E. Acridge	Christine Acridge
8425 North 35th Drive	8425 North 35th Drive
Phoenix, Arizona	Phoenix, Arizona
Alvis J. Moore 3819 West Echo Lane Phoenix, Arizona

- 2 -

V I I I

STATUTORY AGENT

CT Corporation, 3225 North Central Avenue, Phoenix, Arizona 85013, is hereby appointed the initial Statutory Agent for the corporation for the State of Arizona.

I X.

KNOWN PLACE OF BUSINESS

The corporation’s known place of business is 7227 North 16th Street, Building A, Phoenix, Arizona 85020.

X.

RESPONSE TO ACQUISITION PROPOSAL

It is hereby declared to be a proper corporate purpose, reasonably calculated to benefit shareholders, for the Board of Directors to base the response of the corporation to any “Acquisition Proposal” on the Board of Directors’ evaluation of what is in the best interests of the corporation and for the Board of Directors, in evaluating what is in the best interests of the corporation, to consider:

(i) The best interest of the shareho1ders; for this purpose the Board shall consider, among other factors, not only the consideration being offered in the Acquisition Proposal, in relation to the then current market price, but also in relation to the then current value of the corporation in a freely negotiated transaction and in relation to the Board of Directors’ then estimate of the future value of the corporation as an independent entity; and

(ii) Such other factors as the Board of Directors determines to be relevant, including, among other factors, the social, legal and economic effects upon employees, suppliers, customers and business.

“Acquisition Proposal” means any proposal of any person (a) for a tender offer or exchange offer for any equity security of the corporation, (b) to merge or consolidate the corporation with another corporation, or (c) to purchase or otherwise acquire all or substantially all of the properties and assets of the corporation.

X I.

CERTAIN BUSINESS COMBINATIONS

1. Vote Required for Certain Business Combinations.

A. Higher Vote for Certain Business Combinations. In addition to any affirmative vote required by law or these Articles of Incorporation, and except as otherwise expressly provided in Section 2 of this Article XI:

- 4 -

(i) Any merger or conso1idation of the corporation or any Subsidiary (as hereinafter defined) with (a) any Interested Stockholder (as hereinafter defined) or (b) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Stockholder; or

(ii) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) of $10 million or more; or

(iii) The issuance or transfer by the corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $10 million or more; or

(iv) The adoption of any plan or proposal for the liquidation or dissolution of the corporation by or on behalf of an Interested Stockholder or any Affiliate of any Interested Stockholder; or

(v) Any reclassification of securities (including any reverse stock split), or recapitalization of the corporation, or any merger or consolidation of the corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the corporation or any Subsidiary which is directly or indirectly owned by an Interested Stockholder or any Affiliate of any Interested Stockholder;

shall require the affirmative vote of the holders of at least 66-2/3% of the voting power of the then outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

B. Definition of “Business Combination”. The term “Business Combination” as used in this Article XI shall mean any transaction which is referred to in any one or more of clauses (i) through (v) of paragraph A of this Section I.

2. When Higher Vote is Not Required. The provisions of Section 1 of this Article XI shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of these Articles of Incorporation, if all of the conditions specified in either of the following paragraphs A and B are met:

- 5 -

A. Approval by Disinterested Directors. The Business Combination shall have been approved by a majority of the Disinterested Directors (as hereinafter defined).

B. Price and Procedure Requirements. All of the following conditions shall have been met:

(i) The aggregate amount of the cash and the Fair Market Value (as hereinafter defined) as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of common stock in such Business Combination shall be at least equal to the higher of the following:

(a) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of common stock acquired by it (1) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or (2) in the transaction in which it became an Interested Stockholder, whichever is higher; and

(b) the Fair Market Value per share of common stock on the Announcement Date or on the date on which the Interested Stockholder became an Interested Stockholder (such latter date is referred to in this Article XI as the “Determination Date”), whichever is higher.

(ii) The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of such class of Voting Stock. If the Interested Stockholder has paid for shares of any class of voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by it. The price determined in accordance with paragraph B(i) of this Section 2 shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.

(iii) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to Stockholders of the corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or Subsequent provisions).

3. Certain Definitions. For the purposes of this Article XI:

A. “Interested Stockholder” shall mean any person (other than the corporation or any Subsidiary) who or which:

(i) Is the beneficial owner, directly or indirectly, of more than 20% of the voting power of the outstanding Voting Stock; or

- 6 -

(ii) Is an Affiliate of the Company and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 20% or more of the voting power of the then outstanding Voting Stock; or

(iii) Is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Stockholder, if such assignment of succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933, as amended.

B. “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on May 1, 1989.

C. “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the corporation.

D. “Disinterested Director” means any member of the Board of Directors who is unaffiliated with the Interested Stockholder and was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder or any successor of a Disinterested Director who is unaffiliated with the Interested Stockholder and is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board of Directors.

E. “Fair Market Value” means (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board of Directors in good faith; and (ii) in the case of property other than cash or stock the fair market value of such property on the date in question as determined by the Board of Directors in good faith.

F. In the event of any Business Combination in which the corporation survives, the phrase “other consideration to be received” us used in paragraph B(i) of Section 2 of this Article XI shall include the shares of common stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.

4. Powers of the Board of Directors. A majority of the Directors shall have the power and duty to determine for the purposes of this Article XI, on the basis of information known to them after reasonable inquiry, (A) whether a person is an Interested Stockholder, (6) the number of shares of Voting Stock beneficially owned by any person, (C) whether a person fess an Affiliate of another, (D) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the corporation or any Subsidiary in any Business Combination has an aggregate Fair Market Value of $10 million or more. A majority of the Directors shall have the further power to interpret all of the terms and provisions of this Article XI.

- 7 -

5. No Effect on Fiduciary Obligations of Interested Shareholders. Nothing contained in this Article XI shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

6. Amendment, Repeal, etc. Notwithstanding any other provisions of these Articles of Incorporation or the Bylaws (and notwithstanding the fact that a lesser percentage may be specified by law, these Articles of Incorporation or the Bylaws) the affirmative vote of the holders of 66-2/3% or more of the outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with this Article XI.

- 8 -

AZ.CORP COMMISSION

FILED

OCT 12 1989

APPR/S/            

TERM             

DATE 10-27-89

074717-4

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION OF

GIANT INDUSTRIES, INC.

Pursuant to the provisions of A.R.S. § 10-061, Giant Industries, Inc., an Arizona corporation (the “Corporation”), hereby adopts the following amendments to its Amended and Restated Articles of Incorporation and certifies as follows:

FIRST:	The name of the Corporation is Giant Industries, Inc.
SECOND:	The Amended and Restated Articles of Incorporation of the Corporation are amended as set forth in Exhibit A attached hereto and by this reference incorporated herein.
THIRD:	The Amendment to the Amended and Restated Articles of Incorporation was adopted by the Shareholders of the Corporation on October 12, 1989.
FOURTH:	9,742 common shares, $10.00 par value were outstanding at the time of adoption of the Articles of Amendment to the Amended and Restated Articles of Incorporation, and 9,200 of such shares were entitled to vote thereon.
FIFTH:	The number of shares voted for, against or abstaining from the vote regarding the Articles of Amendment to the Amended and Restated Articles of Incorporation, respectively, was:

NUMBER OF SHARES FOR	NUMBER OF SHARES AGAINST	NUMBER OF SHARES ABSTAINING
6,519	-0-	2,681

SIXTH: The Articles of Amendment to the Amended and Restated Articles of Incorporation do not provide for an exchange, reclassification, or cancellation of issued shares, except that in connection with the amendment to the par value of the shares as set forth in Article Second hereof, outstanding share certificates will be exchanged for new share certificates representing such amendment. The respective interests of the Shareholders in the Corporation are not affected by such exchange.

SEVENTH:	The Articles of Amendment to the Amended and Restated Articles of Incorporation do not effect a change in the amount of the Corporation’s stated capital.
DATED:	October 12, 1989.

GIANT INDUSTRIES, INC.
By:	/s/ Robert L. Harvey
	Robert L. Harvey
	Vice-President
By:	/s/ Carlos A. Guerra
	Carlos A. Guerra, Assistant Secretary

- 2 -

EXHIBIT A

The name of the Corporation is changed to Giant Industries Arizona, Inc.

Article I of the Amended and Restated Articles of Incorporation of the Corporation is deleted in its entirety and the following is substituted in place thereof:

“I.

NAME

The name of the corporation is Giant Industries Arizona, Inc.”

Article IV of the Amended and Restated Articles of Incorporation of the Corporation is deleted in its entirety and the following is substituted in place thereof:

“IV.

AUTHORIZED CAPITAL

The corporation shall have authority to issue fifty million (50,000,000) common shares with one cent ($.01) par value per share. Shares shall be paid for at such time, and in such manner, as the Board of Directors shall determine.”

- 3 -

ARTICLES OF MERGER

OF

GIANT ACQUISITION CORP., -217164-9

an Arizona Corporation

GIANT INDUSTRIES ARIZONA, INC., -074717-4 (Surviv)

an Arizona Corporation

Pursuant to the provisions of Section 10-074 of the Arizona Business Corporation Act, the undersigned corporations adopt the following Articles of Merger for the purpose of merging Giant Acquisition Corp. into Giant Industries Arizona, Inc.:

FIRST: The Agreement and Plan of Merger attached hereto as Exhibit A and incorporated herein by reference (the “Plan of Merger”) was approved by the Board of Directors and stockholders of each of the undersigned corporations in the manner prescribed by the Arizona Business Corporation act.

SECOND: As to each corporation, the number of shares outstanding, and the designation and number of outstanding shares of each class or series entitled to vote as a class or series on such Plan of Merger, are as follows:

NAME OF CORPORATION	NUMBER OF SHARES OUTSTANDING		DESIGNATION OF CLASS OR  SERIES
Giant Acquisition Corp.		1000		Common Stock
Giant Industries Arizona, Inc.		7,069,857		Common Stock

THIRD: As to each corporation, the total number of shares voted for and against such Plan of Merger, respectively, and, as to each class or series entitled to vote thereon as a class or series, the number of shares of such class or series voted for and against such Plan of Merger, respectively, are as follows:

NAME OF CORPORATION	CLASS OR SERIES		TOTAL VOTED FOR		TOTAL VOTED AGAINST
Giant Acquisition Corp.		Common Stock		1000		-0-
Giant Industries Arizona, Inc.		Common Stock		6,628,221.199		2,533.397

FOURTH: The Plan of Merger and the performance of its terms by each of the undersigned corporations have been duly authorized by all action required by the laws of the state of Arizona and by their respective Articles of Incorporation and By-laws.

- 2 -

Dated December 15, 1989.	GIANT INDUSTRIES ARIZONA, INC.
	SURVIVING CORPORATION
	By:	/s/ Robert L. Harvey
		Robert L. Harvey
		Senior Vice President
	/s/ Carlos Guerra
	Carlos Guerra, Assistant Secretary
	GIANT ACQUISITION CORP.
	By:	/s/ James E. Acridge
		James E. Acridge
		President
	/s/ Carlos Guerra
	Carlos Guerra, Assistant Secretary

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of October 15, 1989, among GIANT INDUSTRIES, INC., a Delaware corporation (“New Giant”), GIANT INDUSTRIES ARIZONA, INC., an Arizona corporation (“Giant”), and GIANT ACQUISITION CORP., an Arizona corporation (“SubII”). Giant and SubII are hereinafter sometimes collectively referred to as the “Constituent Corporations.”

The authorized capital stock of SubII consists of 1000 shares of common stock, par value $.0l per share (the “SubII Common Stock”). As of the date hereof, 1000 shares of SubII Common Stock and 1000 shares of common stock, par value $.01 per share, of New Giant (the “New Giant Common Stock”) were issued and outstanding. All the outstanding capital stock of SubII is owned by New Giant and all the outstanding capital stock of New Giant is owned by Giant. New Giant shall be authorized, at the time of the merger provided for herein, to issue 50,000,000 shares of New Giant Common Stock. New Giant, as the sole holder of all issued and outstanding shares of SubII Common Stock, is entitled to cast one vote per share on the adoption and approval of this Agreement and Plan of Merger and on all other matters submitted to it as the sole stockholder of SubII.

This Agreement and Plan of Merger is being entered into pursuant to an Agreement and Plan of Reorganization, dated as of October 15, 1989 (the “Reorganization Agreement”), among New Giant, Giant and Hixon Development Company, a Texas corporation (“Hixon”). The Reorganization Agreement also provides for the merger of Hixon Acquisition Corp., a Texas corporation (“Sub I”), with and into Hixon (the “Hixon Merger”). The Hixon Merger and the Giant Merger (as hereinafter defined) shall take place substantially simultaneously.

The authorized capital stock of Giant consists of 50,000,000 shares of common stock, par value $.01 per share (the “New Giant Common Stock”). As of the date hereof, 7,069,857 shares of Giant Common Stock were issued and outstanding and 145,142 shares of Giant Common Stock were reserved for issuance upon the exercise of outstanding stock options.

1

Accordingly, in consideration of the foregoing premises, and the mutual covenants and agreements contained herein and in the Reorganization Agreement, the parties hereto hereby agree, subject to the terms and conditions hereinafter set forth as follows:

ARTICLE I

THE MERGER

SECTION 1.1 Merger of SubII into Giant. At the Effective Time (as defined in Section 1.6) and upon the terms and conditions hereof and in the Reorganization Agreement, SubII shall merge with and into Giant (the “Giant Merger”) in accordance with the Arizona General Corporation Law (the “Arizona Statute”) and the separate existence of SubII shall cease. Giant shall be the surviving corporation in the Giant Merger (hereinafter sometimes referred to as the “Surviving Corporation”) and its separate corporate existence under the laws of the State of Arizona under the name “Giant Industries Arizona, Inc.” with all its purposes, objects, rights, privileges, powers and franchises, shall continue unaffected and unimpaired by the Giant Merger.

SECTION 1.2 Effect of the Giant Merger. The Surviving Corporation shall succeed to all of the rights, privileges, powers and franchises, of a public as well as of a private nature, of the Constituent Corporations and all of the debts, choses in action and other interests due or belonging to the Constituent Corporations and shall be subject to, and responsible for, all of the debts, liabilities and duties of the Constituent Corporations, all as more fully set forth in Section 10-076 of the Arizona Statute.

SECTION 1.3 Additional Actions. If, at anytime after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, supplemental indentures, if any, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of SubII acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Giant Merger or to otherwise carry out this Agreement and Plan of Merger, the officers and directors

2

of the Surviving Corporation shall, and shall be authorized to, execute and deliver, in the name and on behalf of the Constituent Corporations or otherwise, all such deeds, bills of sale, assignments, supplemental indentures, if any, and assurances and to take and do, in the name and on behalf of the Constituent Corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or to otherwise carry out this Agreement and Plan of Merger.

SECTION 1.4 Charter Amendment and By-Laws. The Articles of Incorporation and Bylaws of Sub II shall be the Articles of Incorporation and Bylaws of the Surviving Corporation until changed as provided therein or by law, provided, that at the Effective Time, Article I of the Articles of Incorporation of SubII shall be amended in its entirety to read as follows: “The name of the corporation is ‘Giant Industries Arizona, Inc.’ ”

SECTION 1.5 Board of Directors and Officers. The directors and officers of SubII immediately prior to the Effective Time Shall constitute the directors and officers of Giant immediately following the Effective Time. Such officers and directors of Giant shall hold’ their positions until their resignation or removal or the election or appointment of their successors in the manner provided by the Articles of Incorporation and Bylaws of the Surviving Corporation documents and applicable law.

SECTION 1.6 Effective Time. If this Agreement and Plan of Merger is duly adopted by the stockholders of each of the Constituent Corporations in accordance with Section 10-073 of the Arizona Statute and the respective Articles of Incorporation and Bylaws of the Constituent Corporations, and is not terminated under Section 3.1 hereof, the articles of merger with respect to the Giant Merger shall be filed and recorded under the Arizona Statute (the “Arizona Articles”). Subject to Section 10-076 of the Arizona Statute, the Giant Merger shall become effective upon such filing (the “Effective Time”).

SECTION 1.7 Conditions to Merger. The obligation of Giant to consummate the Giant Merger is subject to the fulfillment of the following conditions:

3

(a) Each of the conditions set forth in Sections 7.1, 7.3 and 7.4 of the Reorganization Agreement shall have been fulfilled or waived; and

(b) All conditions precedent to the closing of the Hixon Merger set forth in the Agreement and Plan of Merger, dated as of October 15, 1989, among New Giant, Hixon and Sub I, shall have been satisfied or waived and the articles of merger for the Hixon Merger shall be filed substantially simultaneously with the filing of the Arizona Articles.

ARTICLE II

CONVERSATIONS OF SECURITIES

SECTION 2.1 Exchange Ratios. As of the Effective Time, by virtue of the Giant Merger and without any action on the part of any holder thereof:

(a) Each share of Giant Common Stock that is held in the treasury of Giant or that is owned by a subsidiary of Giant shall be cancelled and retired and no stock of New Giant, cash or other consideration shall be paid or delivered in exchange therefore.

(b) Each share of capital stock of SubII that is issued and outstanding immediately prior thereto shall be converted into and become one share of common stock of the Surviving Corporation and each certificate evidencing ownership of shares of SubII Common Stock shall be deemed for all purposes to evidence ownership of the same number of shares of the Surviving Corporation.

(c) Each share of New Giant Common Stock owned by Giant shall be cancelled and retired and cease to exist, without payment or any conversion thereof into New Giant Common Stock.

(d) Other than as set forth in Sections 2.1(a) or (e) hereof, shares of Giant Common Stock shall be converted as follows:

4

(i) Each outstanding share of Giant Common Stock that under the terms of Section 2.3 is to be converted into the right to receive cash shall be converted into the right to receive cash in an amount equal to the price per share paid by the Underwriters (as defined in the Reorganization Agreement) for New Giant Common Stock, net of any underwriting discount (the “IPO Price”), pursuant to the terms of the Underwriting Agreement (as defined in the Reorganization Agreement) (the “Cash Price”).

(ii) Each outstanding share of Giant Common Stock that is not converted into the right to receive cash and that under the terms of Section 2.3 is to be converted into New Giant Common Stock shall be converted into one share of New Giant Common Stock.

(e) Subject to Section 7.1 of the Reorganization Agreement, in the event dissenters’ rights are available to holders of Giant Common Stock with respect to the Giant Merger, each outstanding share of Giant Common Stock, the holder of which has demanded and perfected his demand for payment of the fair value of such shares in accordance with Sections 10-080 and 10-081 of the Arizona Statute (the “Dissenters’ Rights Provisions”) and has not effectively withdrawn or lost his right to payment pursuant to such Dissenters’ Rights Provisions (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”), shall not be converted into or represent a right to receive New Giant Common Stock or cash hereunder, but the holder thereof shall be entitled to only such rights as are granted by the Dissenters’ Rights Provisions. Each Dissenting Shareholder, if any, who becomes entitled, pursuant to the Dissenters’ Rights Provisions, to payment for his shares of Giant Common Stock shall receive payment therefor from Giant (but only after the amount thereof shall have been agreed upon or finally determined pursuant to the Dissenters’ Rights Provisions) and such shares of Giant Common Stock shall be cancelled. If any holder of shares of Giant Common Stock who demands payment of the fair value of his shares under Dissenters’ Rights Provisions shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment at any time, each share of Giant Common Stock of such holder shall be converted on a share by share basis into the right to receive one share of New Giant Common Stock.

5

SECTION 2.2 Election Procedures.

(a) Subject to Section 2.3 hereof, each holder of Giant Common Stock (other than Giant Common Stock owned by Giant or any of its subsidiaries) may specify in a request made in accordance with the provisions of this Section 2.2 (herein called a “Cash Election”), the number of shares of Giant Common Stock owned by such holder which such holder shall desire to have converted into a right to receive cash in the Giant Merger (the “Cash Election Shares”). The number of shares with respect to which any individual holder may make a Cash Election shall not exceed that number of shares equal to 12% of the total number of shares owned by such holder (the “Maximum Cash Percentage”).

(b) Outstanding shares of Giant Common Stock (other than shares of Giant Common Stock owned by Giant or any of its subsidiaries) as to which a Cash Election is not in effect on the Election Date (as defined in Section 2.2(e) hereof) shall be called “Non-Electing Giant Shares.” If New Giant shall determine for any reason that any Cash Election was not properly made with respect to shares of Giant Common Stock, such Cash Election shall be deemed to be not in effect and shares of Giant Common Stock covered by such Cash Election shall, for purposes hereof, be deemed to be Non-Electing Giant Shares. Each Non-Electing Giant Share shall be converted into the right to receive one share of New Giant Common Stock in the Merger.

(c) New Giant Shall authorize one or more persons to receive Cash Elections and to act as Exchange Agent hereunder (the “Exchange Agent”) pursuant to an agreement or agreement satisfactory to New Giant.

(d) New Giant shall prepare a form (the “Form of Election”) pursuant to which each holder of Giant Common Stock may make Cash Elections and which shall accompany the Joint Proxy Statement-Prospectus (as defined therein) and be mailed to Giant shareholders of record as of the record date for the Giant shareholders’ meeting contemplated by the Reorganization Agreement (the “Giant Special Meeting”). If Giant shareholder making a Cash Election fails to specify on his Form of Election the number of shares to which the Cash Election applies all of such holders’ shares shall be deemed to be Non-Electing Giant Shares.

6

(e) Any Giant shareholder’s Cash Election shall have been properly made only if the exchange Agent at its office designated in the Form of Election shall have received no later than 5:00 p.m. local time in the city in which such Exchange Agent is located, on the date on which the S-l Registration Statement (as defined in the Reorganization Agreement) becomes effective (the “Election Date”), a Form of Election properly completed and signed and accompanied by certificates for the shares of Giant Common Stock to which such Form of Election relates. Shares of Giant Common Stock owned by a holder whose Form of Election and certificates are not so received shall be treated as Non-Electing Shares in accordance with Section 2.2(b) hereof. Any election relating to shares of Giant Common Stock with respect to which the holder thereof has filed and not withdrawn as of the Effective Time a written objection to the Merger in accordance with Sections 10-080 and 10-081 of the Arizona Statute shall be deemed to have been automatically revoked as of the Election Date.

(f) Any Giant shareholder may at any time prior to the Election Date change his Cash Election by written notice received by the Exchange Agent at or prior to the Election Date accompanied by a properly completed, revised Form of Election.

(g) Any Giant shareholder may at any time prior to the Election Date revoke his Cash Election by written notice received by the Exchange Agent at or prior to the Election Date or by withdrawal prior to the Election Date of his certificates for Giant Common Stock previously deposited with the Exchange Agent. Any Giant shareholder who shall have deposited certificates for Giant Common Stock with the exchange Agent shall again have the right after the Election Date to withdraw such certificates by written notice received by the Exchange Agent and thereby revoke his Cash Election as of the Election Date at any time after January 31, 1990 if the Giant Merger shall not have been consummated prior thereto.

(h) New Giant and Giant shall have the right to make rules not inconsistent with the terms of this Agreement, governing the validity of the Forms of Elections, the manner and extent to which Cash Elections are to be taken into account in making the determinations prescribed by Section 2.3, the issuance and delivery of

7

certificates for New Giant Common Stock into which Giant Common Stock is converted in the Giant Merger and the payment for shares of Giant Common Stock converted into the right to receive cash in the Giant Merger. All such rules and determinations thereunder shall be final and binding on all holders of shares of Giant Common Stock.

SECTION 2.3 Selection of Shares. The manner in which each share of Giant Common Stock (other than shares of Giant Common Stock owned by Giant or any of its subsidiaries, which shares shall be cancelled as set forth in Section 2.1(a) hereof), shall be converted at the Effective Time into either one share of New Giant Common Stock or the right to receive the Cash Price shall be as set forth below in this Section 2.3:

(a) The maximum number of shares of Giant Common Stock to be converted into the right to receive cash in the Giant Merger pursuant to this Agreement shall be 425,000 (the “Cash Conversion Number”).

(b) To the extent that the total number of shares of Giant Common Stock with respect to which effective Cash Elections are made (the “Aggregate Cash Election Shares”) exceeds the Cash Conversion Number, each holder who has properly submitted a Cash Election shall receive cash for that number or shares equal to the product of (i) the Cash Proration Factor (as defined below) and (ii) such holder’s Cash Election Shares. The “Cash Proration Factor” shall be determined by dividing the Cash Conversion Number by the Aggregate Cash Election Shares.

SECTION 2.4 New Giant To Make Cash and Certificates Available.

(a) New Giant shall make available to the Exchange Agent at the Effective Time an amount in cash equal to the Cash Price multiplied by the lesser of the (i) Cash Conversion Number and (ii) the Aggregate Cash Election Shares. Promptly after the Effective Time, New Giant shall cause the Exchange Agent to distribute to holders of shares of Giant Common Stock converted into the right to receive cash pursuant to this Article II, upon surrender to the Exchange Agent (to the extent not previously surrendered with a Form of Election) of one or more certificates for such shares of Giant Common Stock

8

for cancellation, a bank check for an amount equal to the Cash Price for each share of Giant Common Stock so converted. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the funds to be received in the Giant Merger. If such check is to be sent to a person other than the person in whose name the certificates for shares of Giant Common Stock surrendered for exchange are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the delivery of such check to a person other than the registered holder of the certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Giant Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

(b) As soon as practicable after the Effective Time, each holder of shares of Giant Common Stock converted into shares of New Giant Common Stock pursuant to this Article II, upon surrender to the Exchange Agent (to the extent not previously surrendered with a Form of Election) of one or more certificates for such shares of Giant Common Stock for cancellation, will be entitled to receive certificates representing the number of shares of New Giant Common Stock to be issued in respect of the aggregate number of such shares of Giant Common Stock previously represented by the stock certificates surrendered. In lieu of such fractional shares, holders of shares of Giant Common Stock otherwise entitled to fractional shares shill be entitled to receive from New Giant, as soon as practicable after the Effective Time, an amount, in cash, equal to the product of (i) the IPO Price and (ii) the fractional share of New Giant Common Stock that would otherwise be issuable to such holder pursuant to the provisions of this Article II. Notwithstanding any other provision hereof no fractional share of New Giant Common Stock and no certificate therefor, or other evidence of ownership thereof, will be issued, and no right to receive cash in lieu thereof shall entitle the holder thereof to any voting or other rights of a holder of shares or fractional share interests. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder shares of Giant Common Stock for any New Giant Common Stock or dividends thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

9

(c) Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record (other than New Giant, any other subsidiary of New Giant, Giant or any subsidiary of Giant) of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Giant Common Stock (the “Giant Certificates”) (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Giant Certificates shall pass, only upon delivery of the Giant Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Giant Certificates.

(d) The cash paid and shares of New Giant Common Stock issued, upon the surrender of Giant Certificates in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such shares of Giant Common Stock.

SECTION 2.5 Closing of company Transfer Books. At the Effective Time the stock transfer books for the shares of Giant Common Stock shall be closed and no further transfers of Giant Common Stock shall thereafter be made. If, after the Effective Time, Giant Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for certificates representing share of New Giant Common Stock or cash as provided in this Article II, subject to applicable law in the case of Dissenting Shares.

ARTICLE III

AMENDMENT AND TERMINATION

SECTION 3.1 Termination. Notwithstanding the approval and adoption of this Agreement and Plan of Merger by the stockholders of Giant and SubII, this Agreement and Plan of Merger shall terminate forthwith in the event that the Reorganization Agreement shall be terminated as therein provided. In the event of the termination of this Agreement and Plan of Merger as provided above, this Agreement and Plan of Merger shall forthwith become void and there shall be no liability on the part of any of the parties hereto except as otherwise provided in the Reorganization Agreement.

10

SECTION 3.2 Amendment. This Agreement and Plan of Merger shall not be amended except by an instrument in writing signed on behalf of each of the parties hereto pursuant to an amendment to the Reorganization Agreement. If any such amendment to the Reorganization Agreement is so approved, any amendment to this Agreement and Plan of Merger required by such amendment to the Reorganization Agreement shall be effected by the parties hereto by action taken by their respective Boards of Directors, except as otherwise required by law.

ARTICLE IV

MISCELLANEOUS

SECTION 4.1 Counterparts. This Agreement and Plan of Merger may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to each of the other parties.

SECTION 4.2 GOVERNING LAW. THIS AGREEMENT AND PLAN OF MERGE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

11

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

GIANT INDUSTRIES, INC., a Delaware corporation
	By: /s/ Robert L. Harvey
	Name: Robert L. Harvey
	Title: President and Treasurer
GIANT INDUSTRIES ARIZONA, INC.,
an Arizona corporation
	By: /s/ Robert L. Harvey
	Name: Robert L. Harvey Title: Senior Vice President
	Finance and Administration
GIANT ACQUISITION CORP
an Arizona corporation
By:	/s/ Robert L. Harvey
Name: Robert L. Harvey
Title: President and Treasurer

J. BARRY SHELLEY

12

AZ CORP COMMISSION

FOR THE STATE OF AZ.

FILED

SEP 22 11 28 AM ‘89

APPR /s/ Carolyn Lemon

DATE APPR 9-22-89

TERM                                     

DATE            TIME        

217164

ARTICLES OF INCORPORATION

OF

GIANT ACQUISITION CORP.

We, the undersigned incorporators, having associated ourselves together for the purpose of forming a corporation under the laws of the State of Arizona, adopt the following Articles of Incorporation:

I.

NAME

The name of the corporation is

GIANT ACQUISITION CORP.

I I.

PURPOSE

This corporation is organized for the purpose of transacting any or all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as amended from time to time.

I I I.

INITIAL BUSINESS

The corporation initially intends to conduct in the State of Arizona the business of exploring for, producing, refining, selling and otherwise dealing in gasoline and all other petroleum products.

I V.

AUTHORIZED CAPITAL

The corporation shall have authority to issue one thousand (1,000) common shares with $.01 par value per share. Shares shall be paid for at such time, and in such manner, as the Board of Directors shall determine.

V.

BOARD OF DIRECTORS

The Board of Directors shall be comprised of not less than one (1) nor more than seven (7) members, the exact number of which shall initially be fixed by the incorporators and thereafter from time to time by resolution of the Board of Directors. The initial Board of Directors shall consist of two (2) members, who shall serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified, and whose names and addresses are:

Name	Address
Robert L. Harvey	23733 North Scottsdale Road
(Chairman)	Scottsdale, Arizona 85255
Carlos Guerra	23733 North Scottsdale Road
	Scottsdale, Arizona 85255

V I.

LIMITATION OF DIRECTOR LIABILITY

No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Article shall not eliminate or limit the liability of a director for (i) any breach of the director’s duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) authorizing the unlawful payment of a dividend or other distribution on the corporation’s capital stock or the unlawful purchase of its capital stock; (iv) a violation of Arizona Revised Statutes Section 10-041—Director conflicts of interest; or (v) any transaction from which the director derived an improper personal benefit.

V I I.

INCORPORATORS

The names and addresses of the incorporators are:

Name	Address
J. Barry Shelley	Two North Central Avenue
	Suite 2200
	Phoenix, Arizona 85004-2390
Gregg Hanks	Two North Central Avenue
	Suite 2200
	Phoenix, Arizona 85004-2390

- 2 -

All powers, duties and responsibilities of the incorporators shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission for filing.

V I I I.

STATUTORY AGENT

FC Service Corporation, an Arizona corporation, Two North Central Avenue, Suite 2200, Phoenix, Arizona 85004-2390, is hereby appointed the initial Statutory Agent for the corporation for the State of Arizona.

I X.

KNOWN PLACE OF BUSINESS

The corporation’s known place of business is 23733 North Scottsdale Road, Scottsdale, Arizona 85255.

IN WITNESS WHEREOF, the undersigned incorporators have hereunto affixed their signatures this 22nd day of September, 1989.

/s/ J. Barry Shelly

J. Barry Shelley

/s/ Gregg Hanks

Gregg Hanks

- 3 -

ARIZONA

CORPORATION COMMISSION

FILED: NOV 15 2007

FILE NO. 0074717-4

ARTICLES OF AMENDMENT

Pursuant A.R.S. §1 0-1 005 and §10-1006

1. The name of the corporation is;

Giant Industries Arizona, Inc.

2. Attached hereto as Exhibit A Is the text of each amendment adopted.

3. X     The amendment does not provide for an exchange, reclassification or cancellation of issued shares.

4. ¨     The amendment does provide for an exchange, reclassification or cancellation of Issued shares. (Please check either “A” or “B” below.)

A. ¨     Exhibit A contains provisions for implementing the exchange, reclassification or cancellation of issued shares provided for therein.

B. ¨     Exhibit A does not contain provisions for implementing the exchange, reclassification or cancellation of issued shares provided for therein. Such actions will be implemented as follows:

5. The amendment was adopted the 9^THday of November, 2007.

6. X     The amendment was adopted by the (choose one):

A. ¨     Incorporators

        (without shareholder action and either shareholder action was not required or no shares have been Issued).

B. ¨     Board of Directors

        (without shareholder action and either shareholder action was not required or no shares have been Issued).

C. X     Shareholders

There is (are) one voting groups eligible to vote on the amendment. The designation of voting groups entitled to vote separately on the amendment, the number of votes in each, the number of votes represented at the meeting at which the amendment was adopted and the votes cast for and against the amendment were as follows:

The voting group consisting of 1,000 outstanding shares of common [class or series] stock is entitled to 1,000 votes. There were 1,000 votes present at the meeting. The voting group cast 1,000 votes for and -0- votes against approval of the amendment. The number of votes cast for approval of the amendment was sufficient for approval by the voting group.

ARS §10-120F requires that changes to corporation(s) be executed by The Chairman of the Board of Director or by an officer of the corporation.

Dated this 9th day of November, 2007

Signature: /s/ Scott Weaver                                        

Title: Chief Administrative Officer

Printed Name: Scott Weaver

Arizona Corporation Commission

Corporation Division

EXHIBIT A

The name of the Corporation is changed to Western Refining Southwest, Inc.

Article I of the Amendment and Restated Articles of Incorporation of the Corporation is deleted in its entirety and following is substituted in place thereof:

“I.

Name

The name of the corporation is Western Refining Southwest, Inc.”

Arizona Corporation Commission

Corporation Division

EX-3.28

Exhibit 3.28

Giant AZ

ADOPTED

SEPTEMBER 25, 1989

BYLAWS

OF

GIANT ACQUISITION CORP.

ARTICLE I

Articles of Incorporation

Section 1.01. Reference to Articles. Any reference herein made to the Corporation’s Articles shall be deemed to refer to its Articles of Incorporation and all amendments thereto as at any given time on file with the Arizona Corporation Commission, together with any and all certificates filed by the Corporation with the Arizona Corporation Commission (or any successor to its functions) pursuant to applicable law.

Section 1.02. Seniority. The Articles shall in all respects be considered senior and superior to these Bylaws, with any inconsistency to be resolved in favor of the Articles, and with these Bylaws to be deemed automatically amended from time to time to eliminate any such inconsistency which may then exist.

ARTICLE II

Corporation Offices

Section 2.01. Known Place of Business. The known place of Business of the Corporation in the State of Arizona shall be the office of its statutory agent unless otherwise designated in the articles. The Corporation may have such other offices, either within or without the State of Arizona, as the board of directors may designate or as the business of the Corporation may require from time to time.

Section 2.02. Changes. The board of directors may change the Corporation’s known place of business or its statutory agent from time to time by filing a statement with the Arizona Corporation Commission pursuant to applicable law.

ARTICLE III

Shareholders

Section 3.01. Annual Meetings. Each annual meeting of the shareholders is to be held during the month of May of each year, commencing with the year 1990, at a time and place as determined by the board of directors, or in the absence of action by the board, as set forth in the notice given, or waiver signed, with respect to such meeting pursuant to Section 3.03 below. At the annual meeting, shareholders shall elect a board of directors and transact such other business as may be properly brought before the meeting. If for any reason any annual meeting is not held during the time set forth above, a deferred annual meeting may thereafter be called and held in lieu thereof, at which the same proceedings (including the election of directors) may be conducted. Any director elected at any annual meeting, deferred annual meeting, or special meeting shall continue in office until the election of his successor, subject to his earlier resignation pursuant to Section 7.01 below.

Section 3.02. Special Meetings. Special meetings of the shareholders may be held whenever and wherever called for by the chairman of the board, the president or the board of directors, or by the written demand of the holders of not less than ten percent (10%) of all issued and outstanding shares of the Corporation entitled to vote at any such meeting. Any written demand by shareholders shall state the purpose or purposes of the proposed meeting, and the business to be transacted at any such meeting shall be confined to the purposes stated in the notice thereof, and to such additional matters as the chairman of the meeting may rule to be germane to such purposes.

Section 3.03. Notices. Not less than ten (10) nor more than fifty (50) days (inclusive of the date of meeting) before the date of any meeting of the shareholders and at the direction of the person or persons calling the meeting, the secretary of the Corporation, or any other officer of the Corporation, shall cause a written notice setting forth the time, place, and general purposes of the meeting to be delivered personally or to be deposited in the mail, with first class or airmail postage prepaid, addressed to each shareholder of record at his last address as it appears on the Corporations records on the applicable date.

2

Section 3.04. Waiver of Notice. Any shareholder may waive call or notice of any annual, deferred annual, or special meeting (and any adjournment thereof) at any time before, during which, or after it is held. Attendance of a shareholder at any such meeting in person or by proxy shall automatically evidence his waiver of call and notice of such meeting (and any adjournment thereof) unless he or his proxy is attending the meeting for the express purpose of objecting the transaction of business because the meeting has not been properly called or noticed. No call or notice of a meeting of the shareholders shall be necessary if each shareholder waives the same in writing or by attendance.

Section 3.05. Shareholders of Record. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders (and at any adjournment of such meeting), or shareholders entitled to consent to corporate action without a meeting or shareholders entitled to receive payment of any dividend, or for any other lawful action, the board of directors may fix in advance a record date which shall not be more than seventy (70) nor less than ten (10) days before the date of such meeting or any such other action.

If no record date is fixed by the board of directors for determining shareholders entitled to notice of, and to vote at, a meeting of shareholders, the record date shall be at four o’clock in the afternoon on the day before the day on which notice is given, or, if notice is waived, at the commencement of the meeting. If no record date is fixed for determining shareholders entitled to express written consent to corporate action without a meeting, the record date shall be the time of the day on which the first written consent is served upon an officer or director of the Corporation.

A determination of shareholders of record entitled to notice of, and to vote at, a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting, and further provided that the adjournment or adjournments of any such meeting do not exceed thirty (30) days in the aggregate.

3

Section 3.06. Shareholder Record. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before every meeting of shareholders, a complete record of the shareholders entitled to vote at the meeting (and at any adjournment thereof), arranged in alphabetical order, showing the address and the number of shares registered in the name of each shareholder. Such record shall be produced and kept open (i) at the office of the Corporation before the time of the meeting, and (ii) at the time and place of the meeting; such record shall be subject to the inspection of any shareholder during such times for any purpose germane to the meeting.

Section 3.07. Proxies. Any shareholder entitled to vote thereat may vote by proxy at any meeting of the shareholders (and at any adjournment thereof) which is specified in such proxy, provided that his or her proxy is executed in writing by such shareholder or his or her duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise specifically provided thereon. The burden of proving the validity of any undated, irrevocable or otherwise contested proxy at a meeting of the shareholders shall rest with the person seeking to exercise the proxy. A telegram, cablegram or facsimile appearing to have been transmitted by a shareholder or by his duly authorized attorney-in-fact may be accepted as a sufficiently written and executed proxy.

Section 3.08. Voting. Except for the election of directors (which shall be governed by cumulative voting pursuant to applicable law) and except as may otherwise be required by the Corporation’s Articles, these Bylaws or by statute, each issued and outstanding share of the Corporation (specifically excluding shares held in the treasury of the Corporation) represented at any meeting of the shareholders in person or by a proxy given pursuant to Section 3.07 above, shall be entitled to one vote on each matter submitted to a vote of the shareholders at such meeting. Unless otherwise required by the Corporation’s Articles or by applicable law, any question submitted to the shareholders shall be resolved by a majority of the votes cast thereon, provided that such votes constitute a majority of the quorum of that particular meeting, whether or not such quorum is then present. Voting shall be by ballot on any question as to which a ballot vote is demanded before the voting begins, by any person entitled to vote on such question; otherwise, a voice vote shall suffice. No ballot or change of vote shall be accepted after the polls have been declared closed following the ending of the announced time for voting.

4

Section 3.09. Voting of Shares by Certain Holders. Shares of the Corporation held by another Corporation may be voted by such corporation’s officer, agent, or proxy as its bylaws may prescribe, or in the absence of such bylaw provision, by any other person designated by resolution of its board of directors, and such officer, agent, or other person so designated may vote such corporation’s shares in this Corporation in person or by proxy appointed by him.

Shares held by an administrator, executor, legal representative, guardian, conservator, or other legal representative, may be voted by such representative, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee, other than a trustee in bankruptcy, may be voted by such representative, either in person or by proxy, but no such trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver, trustee in bankruptcy, or assignee for the benefit of creditors may be voted by such representative, either in person or by proxy. Shares held by or under the control of such a receiver or trustee may be voted by such receiver or trustee, either in person or by proxy, without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver or trustee was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

If shares stand in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or tenants by community property or otherwise, or if two or more persons have the same fiduciary relationship

5

respecting the same shares, unless the Corporation is given a written instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (i) if only one votes, his act binds, (ii) if more than one votes, the act of the majority so voting binds all, and (iii) if more than one votes, but the vote is evenly split on any particular matter, each faction may vote the shares in question proportionally.

Section 3.10. Quorum. At any meeting of the shareholders, the presence in person or by proxy of the holders of a majority of the shares of the Corporation issued, outstanding, and entitled to vote at the meeting shall constitute a quorum of the shareholders for all purposes. In the absence of a quorum, any meeting may be adjourned from time to time by its chairman, without notice other than by announcement at the meeting, until a quorum is formed. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. Once a quorum has been formed at any meeting, the shareholders from time to time remaining in attendance may continue to transact business until adjournment, notwithstanding the prior departure of enough shareholders to leave less than a quorum. If an adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Section 3.11. Election Inspectors. The board of directors, in advance of any meeting of the shareholders, may appoint an election inspector or inspectors to act at such meeting (and at any adjournment thereof). If an election inspector or inspectors are not so appointed, the chairman of the meeting may, or upon request of any person entitled to vote at the meeting shall, make such appointment. If any person appointed as an inspector fails to appear or to act, a substitute may be appointed by the chairman of the meeting. If appointed, the election inspector or inspectors (acting through a majority of them if there be more than one) shall determine the number of shares outstanding, the authenticity, validity and effect of proxies and the number of shares represented at the meeting in person and by proxy; they shall receive and count votes, ballots and consents and announce

6

the results thereof; they shall hear and determine all challenges and questions pertaining to proxies and voting; and, in general, they shall perform such acts as may be proper to conduct elections and voting with complete fairness to all shareholders. No such election inspector need be a shareholder of the Corporation.

Section 3.12. Organization and Conduct of Meetings. Each meeting of the shareholders shall be called to order and thereafter chaired by the chairman of the board of directors if there is one; or, if not, or if the chairman of the board is absent or so requests, then by the president; or if both the chairman of the board and the president are unavailable, then by such other officer of the Corporation or such shareholder as may be appointed by the board of directors. The Corporation’s secretary shall act as secretary of each meeting of the shareholders; in his or her absence the chairman of the meeting may appoint any person (whether a shareholder or not) to act as secretary for the meeting. After calling a meeting to order, the chairman thereof may require the registration of all shareholders intending to vote in person and the filing of all proxies with the election inspector or inspectors, if one or more have been appointed (or, if not, with the secretary of the meeting). After the announced time for such filing of proxies has ended, no further proxies or changes, substitutions or revocations of proxies shall be accepted. If directors are to be elected, a tabulation of the proxies so filed shall, if any person entitled to vote in such election so requests, be announced at the meeting (or adjournment thereof) before the closing of the election polls. Absent a showing of bad faith on his part, the chairman of a meeting shall, among other things, have absolute authority to fix the period of time allowed for the registration of shareholders and the filing of proxies, to determine the order of business to be conducted at such meeting and to establish reasonable rules for expediting the business of the meeting (including any informal, or question and answer portions thereof).

Section 3.13. Shareholder Approval or Ratification. The board of directors may submit any contract or act for approval or ratification of the shareholders, either at a duly constituted meeting of the shareholders (the notice of which either includes mention of the proposed submittal or is waived pursuant to Section 3.03 above) or by unanimous written consent to corporate action

7

without a meeting pursuant to Section 3.15 below. If any contract or act so submitted is approved or ratified by a majority of the votes cast thereon at such meeting or by such unanimous written consent, the same shall be valid and as binding upon the Corporation and all of its shareholders as it would be if it were the act of the shareholders.

Section 3.14. Informalities and Irregularities. All informalities or irregularities in any call or notice of a meeting of the shareholders or in the areas of credentials, proxies, quorums, voting and similar matters, shall be deemed waived if no objection is made at the meeting.

Section 3.15. Action by Shareholders Without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the Corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent may be executed in counterparts and shall have the same effect as a unanimous vote of the shareholders of the Corporation at a duly convened meeting.

ARTICLE IV

Board of Directors

Section 4.0l. Membership. The board of directors shall be comprised of not less than one (1) nor more than seven (7) members who need not be shareholders of the Corporation, the exact number of which shall initially be fixed by the incorporators and thereafter from time to time by resolution of the board of directors. The directors shall regularly be elected at each annual meeting of the shareholders. The board of directors shall have the power to fix its size, to increase or decrease its size within the aforesaid limits and to fill any vacancies that may occur in its membership in the interval between the annual meetings of the shareholders, whether resulting from an increase in the size of that board or otherwise. Each director elected by the shareholders or the board of directors shall hold office until his or her successor is duly elected and qualified; provided, however, that the shareholders entitled to vote for the election of directors at a shareholders’ meeting may fill any vacancy in the board of directors, if not already filled, or substitute another person to fill the vacancy, in which case the term of office of the person elected by the board of directors shall forthwith terminate.

8

Section 4.02. General Powers. The board of directors shall have the power to control and manage all of the affairs and property of the Corporation and to exercise, in addition to the powers and authorities expressly conferred upon it by these Bylaws or by the Articles of Incorporation, all powers as may be exercised and to do all such things that may be done by the Corporation which are not expressly reserved to the shareholders, as permitted by the laws of the State of Arizona. It may restrict, enlarge, or otherwise modify the powers and duties of any or all of the officers of this Corporation. Without limiting the generality of the foregoing, the board of directors may fix record dates for determining shareholders of various classes having the right to notice of and to vote at meetings and adjournments thereof, or the right to receive dividends or other distributions, or the right to give consents to or to dissent from certain actions or for any other purpose for which record dates are or might be relevant, and to determine whether or not transfer books should be closed in connection therewith.

Section 4.03. Regular Meetings. A regular annual meeting of the board of directors shall be held as soon as practicable after the adjournment of each annual meeting of the shareholders, either at the place of the shareholders’ meeting or at such other place as the directors elected at the shareholders’ meeting may have been informed of at or before the time of their election. Additional regular meetings may be held at regular intervals at such places and at such times as the board of directors may determine.

Section 4.04. Special Meetings. Special meetings of the board of directors may be held whenever and wherever called for by the chairman of the board, the president, or the number of directors that would be required to constitute a quorum.

9

Section 4.05. Notices. No notice need be given of regular meetings of the board of directors. Written notice of the time and place (but not necessarily the purpose or all of the purposes) of any special meeting shall be given to each director in person or via mail, telegram or facsimile addressed to him at his latest address appearing on the Corporation’s records. Notice to any director of any such special meeting shall be deemed given sufficiently in advance when (i) if given by mail, the same is deposited in the mail, with first class or airmail postage prepaid, at least two (2) days before the meeting date, (ii) if personally delivered or given by telegram or facsimile, the same is handed to the director, or the telegram is delivered to the telegraph office for fast transmittal or the facsimile is initiated, at least twenty-four (24) hours before the convening of the meeting, or (iii) by communicating actual notice to the director at least twenty-four (24) hours before convening the meeting. Any person who has given notice hereunder may make an affidavit that notice was given, which, as to the facts, shall be conclusive.

Section 4.06. Waiver of Notice. Any director may waive call or notice of any meeting (and any adjournment thereof) at any time before, during which, or after it is held. Attendance of a director at any meeting shall automatically evidence his waiver of call and notice of such meeting (and any adjournment thereof) unless he is attending the meeting for the express purpose of objecting to the transaction of business because the meeting has not been properly called or noticed. No call or notice of a meeting of directors shall be necessary if each of them waives the same in writing or by attendance. Any meeting, once properly called and noticed (or as to which call and notice have been waived) and at which a quorum is formed, may be adjourned to another time and place by a majority of those in attendance.

Section 4.07. Quorum. A quorum for the transaction of business at any meeting or adjourned meeting of the board of directors shall consist of a majority of the directors then in office. Once a quorum has been formed, the directors from time to time remaining in attendance at such meeting before its adjournment shall continue to be legally competent to transact business properly brought before the meeting, notwithstanding the prior departure from the meeting of enough directors to leave less than a quorum.

Section 4.08. Voting. Any matter submitted to a meeting of the board of directors shall be resolved by a majority of the votes cast thereon. In case of an equality of votes, the chairman of the meeting shall have a second deciding vote.

10

Section 4.09. Power to Act Notwithstanding Vacancy. Pending the filling of vacancies in the board of directors, a majority of a full board of directors may exercise the powers of the board of directors.

Section 4.10. Removal. Any director may be removed from the board of directors, with or without cause, subject only to limitations provided by law.

Section 4.11. Audit Committee. The board of directors may, by a resolution or resolutions adopted by a majority of the members of the whole board, appoint from among its members an audit committee, which shall consist of three or more members of the board of directors. The audit committee shall each year recommend to the board of directors for appointment by the board of directors, after submission to the shareholders for their approval, independent public accountants to audit the books, records, and accounts of the Corporation and to perform such other duties as the board of directors may from time to time prescribe. The audit committee shall review all recommendations made by the Corporation’s independent public accountants to the board of directors with respect to the accounting methods used and the system of internal control followed by the Corporation and shall thereupon advise the board of directors. The audit committee shall have authority to examine into and make recommendations to the board of directors with respect to the scope of the audit conducted by the Corporation’s independent public accountants. Except as otherwise specifically provided herein, the audit committee shall be subject to all limitations, restrictions, and requirements of any other committee of the board of directors as provided in Section 4.12 below.

Section 4.12. Executive and Other Committees. The board of directors, by a resolution or resolutions adopted by a majority of the members of the whole board, may appoint from among its members an executive committee and any other committees, standing or temporary, as it may deem appropriate. Each committee shall consist of two or more members of the board of directors. Each committee shall have and may exercise any and all powers as are conferred or authorized by the resolution appointing

11

it. A majority of each committee may determine its action and may fix the time and place of its meetings, unless provided otherwise by the board of directors. The board of directors shall have the power at any time to fill vacancies in, to change the size or membership of, and to discharge any committee. Any member of any committee may be removed, with or without cause, by the board of directors. The board of directors may dissolve any committee at any time.

If appointed, the executive committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the Corporation while the board is not in session, subject to such limitations as may be included in the board’s resolution appointing the committee. Notwithstanding any other provision to the contrary, the executive committee and any other committee of the board of directors appointed pursuant to these Bylaws shall not have the authority of the board of directors in reference to the following matters: (i) the submission to shareholders of any action that requires shareholders’ authorization or approval under applicable law; (ii) the filling of vacancies on the board of directors or on any committee of the board of directors; (iii) the amendment or repeal of the Bylaws, or the adoption of new Bylaws; and (iv) the fixing of compensation of directors for serving on the board or on any committee of the board of directors.

Each committee shall keep a written record of its acts and proceedings and shall submit that record to the board of directors at each regular meeting and at any other times as requested by the board of directors. Failure to submit the records, or failure of the board to approve any action indicated therein will not, however, invalidate the action to the extent it has been carried out by the Corporation prior to the time the record of such action was, or should have been, submitted to the board of directors as provided herein.

Section 4.13. Tenure. Except in the case of resignation, disqualification, removal, or the inability to serve for any reason, each member of any committee established under this Article IV shall hold office until the next regular annual meeting of the board of directors until his or her successor is elected and qualified.

12

Section 4.14. Meetings. Regular meetings of committees established under this Article IV may be held without notice at such times and places as the committees may fix from time to time by resolution. Special meetings of a committee may be called by any member thereof upon giving notice to other members of the committee in the manner provided in Section 4.04 for special meetings of the board of directors.

Section 4.15. Quorum. A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of any committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 4.16. Presumption of Assent. A director of the Corporation who is present at a meeting of the board of directors or of any committee at which action is taken on any matter shall be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or forwards such dissent by registered or certified mail to the secretary of the Corporation within two (2) business days after the adjournment of the meeting. A right to dissent shall not be available to a director who voted in favor of the action.

Section 4.17. Compensation. By resolution of the board of directors, each director may be paid his expenses, if any, of attendance at each meeting of the board of directors or any of any committee, and may be paid a fixed sum for attendance at each such meeting and/or a stated salary as a director or committee member. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefrom.

Section 4.18. Action by Directors Without a Meeting. Any action required or permitted to be taken at a meeting of the board of directors or of any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all directors or committee members. Such consent may be executed in counterparts and shall have the same effect as a unanimous vote of the directors or committee members of the Corporation at a duly convened meeting.

13

Section 4.19. Meetings by Conference Telephone. Any member of the board of directors or of a committee of the board may participate in any meeting of the board or such committee by means of a conference telephone or similar communication equipment whereby all members participating in such meeting can hear one another. Such participation shall constitute attendance in person, unless otherwise stated as provided in section 4.06 above.

Section 4.20. Organization, Agenda and Procedure. The chairman of the board, or in his absence, the president, or in the absence of the president, any director chosen by a majority of the directors present, shall act as chairman of the meetings of the board of directors. In the absence of the secretary or any assistant secretary, any person appointed by the chairman shall act as secretary of such meetings. The agenda of and procedure for such meetings shall be as determined by the board of directors.

ARTICLE V

Officers – General

Section 5.01. Elections and Appointments. The board of directors shall elect or appoint a president, one of more vice presidents, a secretary, and a treasurer, and may choose a chairman of the board. The regular election or appointment of officers shall take place at each annual meeting of the board of directors, but elections of officers may be held at any other meeting of the board. A person elected or appointed to any office shall continue to hold that office until the election or appointment of his successor, subject to action earlier taken pursuant to Sections 5.04 and 7.01 below. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 5.02. Additional Appointments. In addition to the officers contemplated in Section 5.01 above, the board of directors may elect or appoint other corporate or divisional officers or agents with such authority to perform such duties as may be prescribed from time to time by the board of directors, by the president or, in the case of assistant officers (as, for example, one or more assistant secretaries), by the superior officer of any person so elected or appointed. Each of such persons (in the order designated by the board) shall be vested with all of the powers and charged with all of the duties of his or her superior officer in the event of such superior officer’s absence or disability.

14

Section 5.03. Bonds and Other Requirements. The board of directors may require any officer to give bond to the Corporation (with sufficient surety, and conditioned for the faithful performance of the duties of his or her office) and to comply with such other conditions as may from time to time be required of him or her by the board.

Section 5.04. Removal: Delegation of Duties. The board of directors may, whenever in its judgment the best interests of the Corporation will be served thereby, remove any officer or agent of the Corporation or temporarily delegate his or her powers and duties to any other officer or to any director. Such removal or delegation shall be without prejudice to the contract rights, if any, of the person so removed or whose powers and duties have been delegated. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 5.05. Salaries. The salaries of officers may be fixed from time to time by the board of directors or (except as to the president’s own) left to the discretion of the president. No officer shall be prevented from receiving a salary by reason of the fact that he or she is also a director of the Corporation.

ARTICLE VI

Specific Officers

Section 6.01. Chairman of the Board. The board of directors may elect a chairman to serve as a general executive officer of the Corporation, and, if specifically designated as such by the board, as the chief executive officer of the Corporation. If elected, the chairman shall preside at all meetings of the board of directors and be vested with such other powers and duties as the board may from time to time delegate to him or her.

15

Section 6.02. President and Vice President. Unless otherwise specified by the resolution of the board of directors, the president shall be the chief executive officer of the Corporation. The president shall supervise the business and affairs of the Corporation and the performance by all of its other officers of their respective duties, subject to the control of the board of directors (and of its chairman, if the chairman has been specifically designated as chief executive officer of the Corporation). One or more vice presidents shall be elected by the board of directors to perform such duties as may be designated by the board or be assigned or delegated to them by the chief executive officer. Any one of the vice presidents as authorized by the board shall be vested with all of the powers and charged with all of the duties of the president in the event of his or her absence or inability to act. Except as may otherwise be specifically provided in a resolution of the board of directors, the president or any vice president shall be a proper officer to sign, on behalf of the Corporation, any deed, bill of sale, assignment, option, mortgage, pledge, note, bond, evidence of indebtedness, application, consent (to service of process or otherwise), agreement, indenture or other instrument of any significant importance to the Corporation. The president or any vice president may represent the Corporation at any meeting of the shareholders of any other corporation in which this Corporation then holds shares, and may vote this Corporation’s shares in such other corporation in person or by proxy appointed by him or her, provided that the board of directors may from time to time confer the foregoing authority upon any other person or persons.

Section 6.03. Secretary. The secretary shall keep the minutes of meetings of the shareholders, board of directors, and any committee, and all unanimous written consents of the shareholders, board of directors, and any committee of the Corporation, and shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and in case of his or her absence or refusal or neglect so to do, notices may be served by any person thereunto directed by the president. The secretary shall be custodian of the corporate seal and corporate records, and, in general, perform all duties incident to the office. Except as may otherwise be specifically provided in a resolution of the board of directors, the secretary and each assistant secretary shall be a proper officer to take charge of the Corporation’s stock transfer books and to compile the voting record pursuant to Section 3.06 above, and to impress the Corporation’s seal on any instrument signed by the president, any vice president, or any other duly authorized person, and to attest to the same.

16

Section 6.04. Treasurer. The treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall cause all money and other valuable effects to be deposited in the name and to the credit of the Corporation in such depositories, subject to withdrawal in such manner, as may be designated by the board of directors. He or she shall render to the president, the directors, and the shareholders at proper times an account of all his or her transactions as treasurer and of the financial condition of the Corporation. The treasurer shall be responsible for preparing and filing such financial reports, financial statements, and returns as may be required by law.

ARTICLE VII

Resignations and Vacancies

Section 7.01. Resignations. Any director, committee member, or officer may resign from his or her office at any time by written notice delivered or addressed to the Corporation at its known place of business. Any such resignation shall be effective upon its receipt by the Corporation unless some later time is fixed in such notice, and then from that time. The acceptance of a resignation shall not be required to make it effective.

Section 7.02. Vacancies. If the office of any director, committee member, or officer becomes vacant by reason of his or her death, resignation, disqualification, removal, or otherwise, the board of directors may choose a successor to hold office for the unexpired term.

ARTICLE VIII

Indemnification and Insurance

Section 8.01. Indemnification. To the extent permitted by Arizona law and any other applicable law, if any director, officer, employee or agent of the Corporation is made a party to or is involved in (for example as a witness) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the

17

right of the Corporation, and whether formal or informal, because such person is or was a director, officer, employee or agent of the Corporation, as the case may be, the Corporation: (i) may indemnify such person from and against any judgments, penalties, fines, amounts paid in settlement and reasonable expenses (including but not limited to expenses of investigation and preparation, and fees or disbursements of counsel, accountants or other experts) incurred by such person in such action, suit or proceeding; and (ii) may advance to such persons expenses incurred in such action, suit or proceeding.

The terms “director,” “officer,” “employee” or “agent” shall mean (i) a director, officer, employee or agent of the Corporation, as the case may be; (ii) a person serving at the Corporation’s request as a director, officer, employee or agent of any corporation, partnership, joint venture, trust or other enterprise; and (iii) such broader definition as may be provided under Arizona laws in effect from time to time. The foregoing provisions for indemnification and advancement of expenses are not exclusive, and the Corporation may at its discretion provide for indemnification or advancement of expenses in a resolution of its shareholders or directors, in a contract or in its Articles. It is the Corporation’s policy to provide to its directors, officers, employees, and agents indemnity to the fullest extent permitted by Arizona law.

Any repeal or modification of the foregoing provisions of this Article VIII for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission of a director, officer, employee or agent of the Corporation occurring prior to the time of such repeal or modification.

Section 8.02. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any capacity or arising out of his status, whether or not the Corporation would have the power to indemnify him against liability hereunder.

18

ARTICLE IX

Seal

The board of directors may provide for a seal of the Corporation, which shall have inscribed thereon the name of the Corporation and the state and year of its incorporation.

ARTICLE X

Certificates Representing Shares

Section 10.01. Form. Each certificate representing shares of the corporation shall be in such form as may from time to time be prescribed by the board of directors, shall be consecutively numbered, and shall exhibit such information as may be required by applicable law.

Section 10.02. Signatures and Seal. All certificates issued for shares of the Corporation (whether new, re-issued, or transferred) shall bear the signatures of the president or a vice president, and of the secretary or an assistant secretary, and the impression of the Corporation’s corporate seal, if any. The signatures of such officers of the Corporation and the impression of its corporate seal may be in facsimile form on any certificate that is countersigned by a transfer agent and/or registered by a registrar duly appointed by the Corporation and other than the Corporation itself or one of its employees. If a supply of unissued certificates bearing the facsimile signature of a person remains when that person ceases to hold the office of the Corporation indicated on such certificates, they may still be countersigned, registered, issued, and delivered by the Corporation’s transfer agent and/or registrar thereafter, the same as though such person had continued to hold the office indicated on such certificate.

Section 10.03. Ownership. The Corporation shall be entitled to treat the registered owner of any share as the absolute owner thereof and, accordingly, shall not be bound to recognize any beneficial, equitable or other claim to, or interest in, such share on the part of any other person, whether or not it has notice thereof, except as may expressly be provided by applicable law.

19

Section 10.04. Transfer Agents and Registrars: Transfers. The board of directors may appoint one or more transfer agents or registrars with respect to shares of the stock of the Corporation. The board of directors may make such rules and regulations as it may deem expedient and as are not inconsistent with these Bylaws, concerning the issue, transfer, and registration of certificates for shares of the stock of the Corporation. Transfers of shares of the Corporation may be made on the stock transfer books of the Corporation only at the direction of the person named in the certificate (or by his or her duly authorized attorney-in-fact) and upon the surrender of such certificate. The transfer of the shares of the Corporation shall be subject to such restrictions on transfer, if any, as may be imposed by the Articles of Incorporation, by any amendment thereof, by these Bylaws or by any agreement of the Shareholders. No transfer shall affect the right of the Corporation to pay any dividend due upon the shares or to treat the holder of record as the holder-in-fact until the transfer has been recorded in the books of the Corporation.

Section 10.05. Lost Certificates. In the event of the loss; theft or destruction of any certificates representing shares of the Corporation or of any predecessor corporation, the Corporation may issue (or, in the case of any such shares as to which a transfer agent and/or registrar have been appointed, may direct such transfer agent and/or registrar to countersign, register, and issue) a new certificate, and cause the same to be delivered to the owner of the shares represented thereby, provided that the owner shall have submitted such evidence showing, or an affidavit reciting, the circumstances of the alleged loss, theft, or destruction, and his ownership of the certificate, as the Corporation considers satisfactory, together with or without surety, shall have been provided in form and amount satisfactory to the Corporation (and to its transfer agent and/or registrar, if applicable), unless the shares represented by the certificate lost, stolen, or destroyed have at the time of the issuance of the new certificate a market value of $500 or less (as determined by the Corporation on the basis of such information as it may select), in which case the requirement of a bond may be waived. The corporation may act through its president, any vice president, its secretary, or its treasurer for any purpose of this section 10.05.

20

ARTICLE XI

Dividends

Subject to such restrictions or requirements as may be imposed by applicable law or the Corporation’s Articles or as may otherwise be binding upon the Corporation, the board of directors may from time to time declare and the Corporation may pay dividends on shares of the Corporation outstanding on the dates of record fixed by the board, to be paid in cash, in property, or in shares of the Corporation on or as of such payment or distribution dates as the board may prescribe.

ARTICLE XII

Amendments

These Bylaws may be altered, amended, supplemented, repealed, or temporarily or permanently suspended, in whole or in part, or new Bylaws may be adopted, at any duly constituted meeting of the board of directors, (the notice of which meeting either includes mention of the proposed action relative to the Bylaws or is waived pursuant to Section 4.06 above) or, alternatively, by unanimous written consent to corporate action without a meeting of the board of directors pursuant to Section 4.18 above. If, however, any such action arises as a matter of necessity at any such meeting and is otherwise proper, no notice thereof shall be required. Any amendment made to a Bylaw shall be noted on the margin of the Bylaw amended, referring to the page of the record where the amendment appears.

21

EX-3.29

Exhibit 3.29

ARTICLES OF INCORPORATION

OF

GIANT MID-CONTINENT, INC.

We, the undersigned incorporators, having associated ourselves together for the purpose of forming a corporation under the laws of the State of Arizona, adopt the following Articles of Incorporation:

I.

NAME

The name of the corporation is Giant Mid-Continent, Inc.

II.

PURPOSE

This corporation is organized for the purpose of transacting any or all lawful business for which corporation may be incorporated under the laws of the State of Arizona, as amended from time to time.

III.

INITIAL BUSINESS

The corporation initially intends actually to conduct in the State of Arizona the business of exploring for, producing, refining, marketing, selling and otherwise dealing in gasoline and all other petroleum products.

IV.

AUTHORIZED CAPITAL

The corporation shall have authority to issue five hundred thousand (500,000) common shares with one cent ($.01) per value per share. Shares shall be paid for as such time, and in such manner, as the Board of Directors shall determine.

V.

BOARD OF DIRECTORS

The Board of Directors shall be comprised of not less than one (1) nor more than seven (7) members, the exact number of which shall initially be fixed by the incorporators and thereafter from time to time by resolution of the Board of Directors. The initial Board of Directors shall consist of three (3) members, who shall serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified, and whose names and addresses are:

Name	Address:
James E. Acridge	23733 N. Scottsdale Road
	Scottsdale, Arizona 85255
Fredric L. Holliger	23733 N. Scottsdale Road
	Scottsdale, Arizona 85255
Morgan M. Gust	23733 N. Scottsdale Road
	Scottsdale, Arizona 85255

VI.

LIMITATION OF DIRECTOR LIABILITY

No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, however, that this Article shall not eliminate or limit the liability of a director for (i) any breach of the director’s duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) authorizing the unlawful payment of a dividend or other distribution on the corporation’s capital stock or the unlawful purchase of its capital stock; (iv) a violation of Arizona Revised Statutes Section 10-041 — Director conflicts of interest; or (v) any transaction from which the director derived an improper personal benefit.

VII.

INCORPORATORS

The names and addresses of the incorporator are:

Name	Address:
Carlos A. Guerra	23733 N. Scottsdale Road
	Scottsdale, Arizona 85255
Morgan M. Gust	23733 N. Scottsdale Road
	Scottsdale, Arizona 85255

All powers, duties and responsibilities of the incorporators shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission for filing.

VIII.

STATUTORY AGENT

FC Service Corporation, an Arizona corporation, Two North Central Avenue, Suite 2200. Phoenix, Arizona 85004-2390, is hereby appointed the initial Statutory Agent for the corporation for the State of Arizona.

-2-

IX.

KNOWN PLACE OF BUSINESS

The corporation’s known place of business is 23733 North Scottsdale Road, Scottsdale, Arizona 85255.

IN WITNESS WHEREOF, the undersigned incorporators have hereunto affixed their signatures this 22^nd day of December, 1994.

/s/ Carlos A. Guerra

Carlos A. Guerra

/s/ Morgan M. Gust

Morgan M. Gust

-3-

AZ CORPORATION COMMISSION

FILED NOV 15 2007

FILE NO 0738329-7

ARTICLES OF AMENDMENT

Pursuant to A.R.S §10-1005 and §10-1006

1. The name of the corporation is:

   Giant Mid-Continent, Inc.                                                                                                          

2. Attached hereto as Exhibit A is the text of each amendment adopted.

3. x The amendment does not provide for an exchange, reclassification or cancellation of issued shares.

4. ¨ The amendment does provide for an exchange, reclassification or cancellation of issued shares.

(Please check either “A” or “B” below)

A.¨ Exhibit A contains provisions for implementing the exchange, reclassification or cancellation of issued shares provided for therein.

B.¨ Exhibit A does not contain provisions for implementing the exchange, reclassification or cancellation of issued shares provided for therein. Such actions will be implemented as follows:

5. The amendment was adopted the 9^th day of November, 2007.

6. x The amendment was adopted by the (choose one):

A. ¨ Incorporators

(without shareholder action and either shareholder action was not required or no shares have been Issued).

B. ¨ Board of Directors

(without shareholder action and either shareholder action was not required or no shares have been issued).

C. x Shareholders

There is (are) one voting groups eligible to vote on the amendment. The designation of voting groups entitled to vote separately on the amendment, the number of votes in each, the number of votes represented at the meeting at which the amendment was adopted and the votes cast for and against the amendment were as follows:

The voting group consisting of 1,000 outstanding shares of common [class or series] stock is entitled to 1,000 votes. There were 1,000 votes present at the meeting. The voting group cast 1,000 votes for and -0- votes against approval of the amendment. The number of votes cast for approval of the amendment was sufficient for approval by the voting group.

CF: 004O w/CF:OO38 Instructions	Arizona Corporation Commission
Rev: 0712007	Corporations Division
71185-u2-2
AZOG9 • 08/09/2007 CT System Online

ARS§10-120F requires that changes to corporation(s) be executed by The Chairman of the Board of Director or by an officer of the corporation.

Dated this 9^th day of November ,2007

Signature:	/s/ Scott Weaver
Title:	Chief Administrative Officer
Printed Name:	Scott Weaver

CF:0040 w/CF:0039 Instructions	Arizona Corporation Commission
Rev: 07/2007	Corporations Division
AZ009 • 08/09/2007 CT System Online

EXHIBIT A

The name of the Corporation is changed to Western Refining Terminals,, Inc.

Article I of the Articles of Incorporation of the Corporation is deleted in its entirety and the following is substituted in place thereof:

“I.

Name

The name of the corporation is Western Refining Terminals, Inc,”

CF:0040 w/CF:0039 Instructions	Arizona Corporation Commission
Rev: 07/2007	Corporations Division
AZ009 • 08/09/2007 CT System Online

EX-3.30

Exhibit 3.30

BYLAWS

of

GIANT MID-CONTINENT, INC.

ARTICLE I

Corporation Articles

Section 1.01. Reference to Articles. Any reference herein made to the corporation’s Articles shall be deemed to refer to its Articles of Incorporation and all amendments thereto as at any given time on file with the Arizona Corporation Commission, together with any and all certificates filed by the corporation with the Arizona Corporation Commission (or any successor to its functions) pursuant to applicable law.

Section 1.02. Seniority. The Articles shall in all respects be considered senior and superior to these Bylaws, with any inconsistency to be resolved in favor of the articles, and with these Bylaws to be deemed automatically amended from time to time to eliminate any such inconsistency which may then exist.

ARTICLE II

Corporation Offices

Section 2.01. Known Place of Business. The known place of business of the corporation in the State of Arizona shall be the office of its statutory agent unless otherwise designated in the Articles. The corporation may have such other offices, either within or without the State of Arizona, as the board of directors may designate or as the business of the corporation may require from time to time.

Section 2.02. Changes. The board of directors may change the corporation’s known place of business or its statutory agent from time to time by filing a statement with the Arizona Corporation Commission pursuant to applicable law.

ARTICLE III

Shareholders

Section 3.01. Annual Meetings. Each annual meeting of the shareholders is to be held during the second quarter of each year, commencing with the year 1995, at a time and place as determined by the board of directors, or in the absence of action by the board, as set forth in the notice given, or waiver signed, with respect to such meeting pursuant to Section 3.03 below.

At the annual meeting, shareholders shall elect a board of directors and transact such other business as may be properly brought before the meeting. If for any reason any annual meeting is not held on the date determined as set forth above, a deferred annual meeting may thereafter be called and held in lieu thereof, at which the same proceedings (including the election of directors) may be conducted. Any director elected at any annual meeting, deferred annual meeting, or special meeting shall continue in office until the election of his successor, subject to his earlier resignation pursuant to Section 7.01 below.

Section 3.02. Special Meetings. Special meetings of the shareholders may be held whenever and wherever called for by the chairman of the board, the president or the board of directors or by the written demand of the holders of not less than ten percent (10%) of all issued and outstanding shares of the corporation entitled to vote at any such meeting. Any written demand by shareholders shall state the purpose or purposes of the proposed meeting, and business to be transacted at any such meeting shall be convened to the purposes stated in the notice thereof, and to such additional matters as the chairman of the meeting may rule to be germane to such purposes.

Section 3.03. Notices. Not less than ten (10) nor more than fifty (50) days (inclusive of the date of meeting) before the date of any meeting of the shareholders and at the direction of the person or persons calling the meeting, the secretary of the corporation, or any other officer of the corporation, shall cause a written notice setting forth the time, place, and general purposes of the meeting to be delivered personally or to be deposited in the mail, with first class or airmail postage prepaid, addressed to each shareholder of record at his last address as it appears on the corporation’s records on the applicable record date.

Section 3.04. Waiver of Notice. Any shareholder may waive call or notice of any annual, deferred annual, or special meeting (and any adjournment thereof) at any time before, during which, or after it is held. Attendance of a shareholder at any such meeting in person or by proxy shall automatically evidence his waiver of call and notice of such meeting (and any adjournment thereof) unless he or his proxy is attending the meeting for the express purpose of objecting to the transaction of business because the meeting has not been properly called or noticed. No call or notice of a meeting of the shareholders shall be necessary if each shareholder waives the same in writing or by attendance.

Section 3.05. Shareholders of Record. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders (and at any adjournment of such meeting), or shareholders entitled to consent to corporate action without a meeting or shareholders entitled to receive payment of any dividend, or for any other lawful action, the board of directors may fix in advance a record date which shall not be more than seventy (70) nor less than ten (10) days before the date of such meeting or any such other action.

If no record date is fixed by the board of directors for determining shareholders entitled to notice of, and to vote at, a meeting of shareholders, the record date shall be at four o’clock in the afternoon on the day before the day on which notice is given, or, if notice is waived, at the commencement of the meeting. If no record date is fixed for determining shareholders entitled to express written consent to corporate action without a meeting, the record date shall be the time of the day on which the first written consent is served upon an officer or director of the corporation.

A determining of shareholders of record entitled to notice of, and to vote at, a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting, and further provided that the adjournment or adjournments of any such meeting do not exceed thirty (30) days in the aggregate.

Section 3.06. Shareholder Record. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before every meeting of shareholders, a complete record of the shareholders entitled to vote at the meeting (and at any adjournment thereof), arranged in alphabetical order, showing the address and the number of shares registered in the name of each shareholder. Such record shall be produced and kept open (i) at the office of the corporation before the time of the meeting, and (ii) at the time and place of the meeting; such record shall be subject to the inspection of any shareholder during such times for any purpose going to the meeting.

Section 3.07. Proxies. Any shareholder entitled to vote thereat may vote by proxy at any meeting of the shareholders (and at any adjournment thereof) which is specified in such proxy, provided that his or her proxy is executed in writing by such shareholder or his or her duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise specifically provided thereon. The burden of proving the validity of any undated, irrevocable or otherwise contested proxy at a meeting of the shareholders shall rest with the person seeking to exercise the proxy. A telegram, cablegram or facsimile appearing to have been transmitted by a shareholder or by his duly authorized attorney-in-fact may be accepted as a sufficiently written and executed proxy.

Section 3.08. Voting. Except for the election of directors (which shall be governed by cumulative voting pursuant to applicable law) and except as may otherwise be required by the corporation’s articles, these bylaws or by statute, each issued and outstanding share of the corporation (specifically excluding shares held in the treasury of the corporation) represented at any meeting of the shareholders in person or by a proxy given pursuant to Section 3.07 above, shall be entitled to one vote on each matter submitted to a vote of the shareholders at such meeting. Unless otherwise required by the corporation’s articles or by applicable law, any question submitted to the shareholders shall be resolved by a majority of the votes cast thereon, provided that such votes constitute a majority of the quorum of that particular meeting, whether or not such quorum is then present. Voting shall be by ballot on any question as to which a ballot vote is demanded before the voting begins, by any person entitled to vote on such question; otherwise, a voice vote shall suffice. No ballot or change of vote shall be accepted after the polls have been declared closed following the ending of the announced time for voting.

Section 3.09. Voting of Shares by Certain Holders. Shares of the corporation held by another corporation may be voted by such corporation’s officer, agent, or proxy as its bylaws may prescribe, or in the absence of such bylaw provision, by any other person designated by resolution of its board of directors, and such officer, agent, or other person so designated may vote such corporation’s shares in this corporation in person or by proxy appointed by him.

Shares held by an administrator, executor, legal representative, guardian, conservator, or other legal representative, may be voted by such representative, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee, other than a trustee in bankruptcy, may be voted by such representative, either in person or by proxy, but no such trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver, trustee in bankruptcy, or assignee for the benefit of creditors may be voted by such representative, either in person or by proxy. Shares held by or under the control of such a receiver or trustee may be voted by such receiver or trustee, either in person or by proxy, without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver or trustee was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledge, and thereafter the pledge shall be entitled to vote the shares so transferred.

If shares stand in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or tenants by community property or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the corporation is given a written instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (1) if only one votes, his act binds, (2) if more than one votes, the act of the majority so voting binds all, and (3) if more than one votes, but the vote is evenly split on any particular matter, each faction may vote the shares in question proportionally.

Section 3.10. Quorum. At any meeting of the shareholders, the presence in person or by proxy of the holders of a majority of the shares of the corporation issued, outstanding, and entitled to vote at the meeting shall constitute a quorum of the shareholders for all purposes. In the absence of a quorum, any meeting may be adjourned from time to time by its chairman, without notice other than by announcement at the meeting, until a quorum is formed. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. Once a quorum has been formed at any meeting, the shareholders from time to time remaining in attendance may continue to transact business until adjournment, notwithstanding the prior departure of enough shareholders to leave less than a quorum. If an adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

Section 3.11. Election Inspectors. The board of directors, in advance of any meeting of the shareholders, may appoint an election inspector or inspectors to act at such meeting (and at any adjournment thereof). If an election inspector or inspectors are not so appointed, the chairman of the meeting may, or upon request of any person entitled to vote at the meeting shall, make such appointment. If any person appointed as an inspector fails to appear or to act, a substitute may be appointed by the chairman of the meeting. If appointed, the election inspector or inspectors (acting through a majority of them if there be more than one) shall determine the number of shares outstanding, the authenticity, validity and effect of proxies and the number of shares represented at the meeting in person and by proxy; they shall receive and count votes, ballots and consents and announce the results thereof; they shall hear and determine all challenges and questions pertaining to proxies and voting; and, in general, they shall perform such acts as may be proper to conduct elections and voting with complete fairness to all shareholders. No such election inspector need be a shareholder of the corporation.

Section 3.12. Organization and Conduct of Meetings. Each meeting of the shareholders shall be called to order and thereafter chaired by the chairman of the board of directors if there is one; or, if not, or if the chairman of the board is absent or so requests, then by the president; or if both the chairman of the board and the president are unavailable, then by such other officer of the corporation or such shareholder as may be appointed by the board of directors. The corporation’s secretary shall act as secretary of each meeting of the shareholders; in his or her absence the chairman of the meeting may appoint any person (whether a shareholder or not) to act as secretary for the meeting. After calling a meeting to order, the chairman thereof may require the registration of all shareholders intending to vote in person and the filing of all proxies with the election inspector or inspectors, if one or more have been appointed (or, if not, with the secretary of the meeting). After the announced time for such filing of proxies has ended, no further proxies or changes, substitutions or revocations of proxies shall be accepted. If directors are to be elected, a tabulation of the proxies so filed shall, if any person entitled to vote in such election so requests, be announced at the meeting (or adjournment thereof) before the closing of the election polls. Absent a showing of bad faith on his part, the chairman of a meeting shall, among other things, have absolute authority to fix the period of time allowed for the registration of shareholders and the filing of proxies, to determine the order of business to be conducted at such meeting and to establish reasonable rules for expediting the business of the meeting (including any informal, or question and answer portions thereof).

Section 3.13. Shareholder Approval or Ratification. The board of directors may submit any contract or act for approval or ratification of the shareholders, either at a duly constituted meeting of the shareholders (the notice of which either includes mention of the proposed submittal or is waived pursuant to Section 3.04 above) or by unanimous written consent to corporate action without a meeting pursuant to Section 3.15 below. If any contract or act so submitted is approved or ratified by a majority of the votes cast thereon at such meeting or by such unanimous written consent, the same shall be valid and as binding upon the corporation and all of its shareholders as it would be if it were the act of the shareholders.

Section 3.14. Informalities and Irregularities. All informalities or irregularities in any call or notice of a meeting of the shareholders or in the areas of credentials, proxies, quorums, voting, and similar matters, shall be deemed waived if no objection is made at the meeting.

Section 3.15. Action by Shareholders without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent may be executed in counterparts and shall have the same effect as a unanimous vote of the shareholders of the corporation at a duly convened meeting.

ARTICLE IV

Board of Directors

Section 4.01. Membership. The board of directors shall be comprised of not less than one (1) nor more than seven (7) members who need not be shareholders of the corporation. The directors shall regularly be elected at each annual meeting of the shareholders. The board of directors shall have the power to increase or decrease its size within the aforesaid limits and to fill any vacancies that may occur in its membership in the interval between the annual meetings of the shareholders, whether resulting from an increase in the size of that board or otherwise. Each director elected by the shareholders or the board of directors shall hold office until his or her successor is duly elected and qualified; provided, however, that the shareholders entitled to vote for the election of directors at a shareholders’ meeting may fill any vacancy in the board of directors, if not already filled, or substitute another person to fill the vacancy, in which case the term of office of the person elected by the board of directors shall forthwith terminate.

Section 4.02. General Powers. The board of directors shall have the power to control and manage all of the affairs and property of the corporation and to exercise, in addition to the powers and authorities expressly conferred upon it by these bylaws or by the articles of incorporation, all powers as may be exercised, and to do all such things that may be done by the corporation which are not expressly reserved to the shareholders, as permitted by the laws of the State of Arizona. It may restrict, enlarge, or otherwise modify the powers and duties of any or all of the officers of this corporation. Without limiting the generality of the foregoing, the board of directors may fix record dates for determining shareholders of various classes having the right to notice of and to vote at meetings and adjournments thereof, or the right to receive dividends or other distributions, or the right to give consents to or to dissent from certain actions or for any other purpose for which record dates are or might be relevant, and to determining whether or not transfer books should be closed in connection therewith.

Section 4.03. Regular Meetings. A regular annual meeting of the board of directors shall be held as soon as practicable after the adjournment of each annual meeting of the shareholders, either at the place of the shareholders’ meeting or at such other place as the directors elected at the shareholders’ meeting may have been informed of at or before the time of their election. Additional regular meetings may be held at regular intervals at such places and at such times as the board of directors may determine.

Section 4.04. Special Meetings. Special meetings of the board of directors may be held whenever and wherever called for by the chairman of the board, the president, or the number of directors that would be required to constitute a quorum.

Section 4.05. Notices. No notice need be given of regular meetings of the board of directors. Written notice of the time and place (but not necessarily the purpose or all of the purposes) of any special meeting shall be given to each director in person or via mail, telegram or facsimile addressed to him at his latest address appearing on the corporation’s records. Notice to any director of any such special meeting shall be deemed given sufficiently in advance when (i) if given by mail, the same is deposited in the mail, with first class or airmail postage prepaid, at least four (4) days before the meeting date, (ii) if personally delivered or given by telegram or facsimile, the same is handed to the director, or the telegram is delivered to the telegraph office for fast transmittal or the facsimile is initiated, at least forty-eight (48) hours before the convening of the meeting, or (iii) by communicating actual notice to the director at least twenty-four (24) hours before convening the meeting. Any person who has given notice hereunder may make an affidavit that notice was given, which, as to the facts, shall be conclusive.

Section 4.06. Waiver of Notice. Any director may waive call or notice of any meeting (and any adjournment thereof) at any time before, during which, or after it is held. Attendance of a director at any meeting shall automatically evidence his waiver of call and notice of such meeting (and any adjournment thereof) unless he is attending the meeting for the express purpose of objecting to the transaction of business because the meeting has not been properly called or noticed. No call or notice of a meeting of directors shall be necessary if each of them waives the same in writing or by attendance. Any meeting, once properly called and noticed (or as to which call and notice have been waived) and at which a quorum is formed, may be adjourned to another time and place by a majority of those in attendance.

Section 4.07. Quorum. A quorum for the transaction of business at any meeting or adjourned meeting of the board of directors shall consist of a majority of the directors then in office. Once a quorum has been formed, the directors from time to time remaining in attendance at such meeting before its adjournment shall continue to be legally competent to transact business properly brought before the meeting, notwithstanding the prior departure from the meeting of enough directors to leave less than a quorum.

Section 4.08. Voting. Any matter submitted to a meeting of the board of directors shall be resolved by a majority of the votes cast thereon.

Section 4.09. Power to Act notwithstanding Vacancy. Pending the filling of vacancies in the board of directors, a majority of a full board of directors may exercise the powers of the board of directors.

Section 4.10. Removal. Any director may be removed from the board of directors, with or without cause, subject only to limitations provided by law.

Section 4.11. Audit Committee. The board of directors may, by a resolution or resolutions adopted by a majority of the members of the whole board, appoint from among its members an audit committee, which shall consist of three or more members of the board of directors. The audit committee shall each year recommend to the board of directors for appointment by the board of directors, after submission to the shareholders for their approval, independent public accountants to audit the books, records and accounts of the corporation and to perform such other duties as the board of directors may from time to time prescribe. The audit committee shall review all recommendations made by the corporation’s independent public accountants to the board of directors with respect to the accounting methods used and the system of internal control followed by the corporation and shall thereupon advise the board of directors. The audit committee shall have authority to examine into and make recommendations to the board of directors with respect to the scope of the audit conducted by the corporation’s independent public accountants. Except as otherwise specifically provided herein, the audit committee shall be subject to all limitations, restrictions, and requirements of any other committee of the board of directors as provided in Section 4.12 below.

Section 4.12. Executive and Other Committees. The board of directors, by a resolution or resolutions adopted by a majority of the members of the whole board, may appoint from among its members an executive committee and any other committees, standing or temporary, as it may deem appropriate. Each committee shall consist of two or more members of the board of directors. Each committee shall have and may exercise any and all powers as are conferred or authorized by the resolution appointing it. A majority of each committee may determine its action and may fix the time and place of its meetings, unless provided otherwise by the board of directors. The board of directors shall have the power at any time to fill vacancies in, to change the size or membership of, and to discharge any committee. Any member of any committee may be removed, with or without cause, by the board of directors. The board of directors may dissolve any committee at any time.

If appointed, the executive committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the Corporation while the board is not in session, subject to such limitations as may be included in the board’s resolution appointing the committee. Notwithstanding any other provision to the contrary, the executive committee and any other committee of the board of directors appointed pursuant to these Bylaws shall not have the authority of the board of directors in reference to the following matters: (i) the submission to shareholders of any action that requires shareholders’ authorization or approval under applicable law; (ii) the filling of vacancies on the board of directors or on any committee of the board of directors; (iii) the amendment or repeal of the Bylaws, or the adoption of new Bylaws; and (iv) the fixing of compensation of directors for serving on the board or on any committee of the board of directors.

Each committee shall keep a written record of its acts and proceedings and shall submit that record to the board of directors at each regular meeting and at any other times as requested by the board of directors. Failure to submit the records, or failure of the board to approve any action indicated therein will not, however, invalidate the action to the extent it has been carried out by the corporation prior to the time the record of such action was, or should have been, submitted to the board of directors as provided herein.

Section 4.13. Tenure. Except in the case of resignation, disqualification, removal, or the inability to serve for any reason, each member of any committee established under this Article IV shall hold office until the next regular annual meeting of the board of directors until his or her successor is elected and qualified.

Section 4.14. Meetings. Regular meetings of committees established under this Article IV may be held without notice at such times and places as the committees may fix from time to time by resolution. Special meetings of a committee may be called by any member thereof upon giving notice to other members of the committee in the manner provided in Section 4.04 for special meetings of the board of directors.

Section 4.15. Quorum. A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of any committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 4.16. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors or of any committee at which action is taken on any matter shall be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or forwards such dissent by registered or certified mail to the secretary of the corporation within two business days after the adjournment of the meeting. A right to dissent shall not be available to a director who voted in favor of the action.

Section 4.17. Compensation. By resolution of the board of directors, each director may be paid his expenses, if any, of attendance at each meeting of the board of directors or of any committee, and may be paid a fixed sum for attendance at each such meeting and/or a stated salary as a director or committee member. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefrom.

Section 4.18. Action by Directors without a Meeting. Any action required or permitted to be taken at a meeting of the board of directors or of any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all directors or committee members. Such consent may be executed in counterparts and shall have the same effect as a unanimous vote of the directors or committee members of the corporation at a duly convened meeting.

Section 4.19. Meetings by Conference Telephone. Any member of the board of directors or of a committee of the board may participate in any meeting of the board or such committee by means of a conference telephone or similar communication equipment whereby all members participating in such meeting can hear one another. Such participation shall constitute attendance in person, unless otherwise stated as provided in Section 4.06 above.

Section 4.20. Organization, Agenda and Procedure. The chairman of the board, or in his absence, the president, or in the absence of the president, any director chosen by a majority of the directors present, shall act as chairman of the meetings of the board of directors. In the absence of the secretary or any assistant secretary, any person appointed by the chairman shall act as secretary of such meetings. The agenda of and procedure for such meetings shall be as determined by the board of directors.

ARTICLE V

Officers—General

Section 5.01. Elections and Appointments. The board of directors shall elect or appoint a president, one or more vice presidents, a secretary, and a treasurer, and may choose a chairman of the board. The regular election or appointment of officers shall take place at each annual meeting of the board of directors, but elections of officers may be held at any other meeting of the board. A person elected or appointed to any office shall continue to hold that office until the election or appointment of his successor, subject to action earlier taken pursuant to Sections 5.04 and 7.01 below. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 5.02. Additional Appointments. In addition to the officers contemplated in Section 5.01 above, the board of directors may elect or appoint other corporate or divisional officers or agents with such authority to perform such duties as may be prescribed from time to time by the board of directors, by the president or, in the case of assistant officers (as, for example, one or more assistant secretaries), by the superior officer of any person so elected or appointed. Each of such persons (in the order designated by the board) shall be vested with all of the powers and charged with all of the duties of his or her superior officer in the event of such superior officer’s absence or disability.

Section 5.03. Bonds and Other Requirements. The board of directors may require any officer to give bond to the corporation (with sufficient surety, and conditioned for the faithful performance of the duties of his or her office) and to comply with such other conditions as may from time to time be required of him or her by the board.

Section 5.04. Removal; Delegation of Duties. The board of directors may, whenever in its judgment the best interests of the corporation will be served thereby, remove any officer or agent of the corporation or temporarily delegate his or her powers and duties to any other officer or to any director. Such removal or delegation shall be without prejudice to the contract rights, if any, of the person so removed or whose powers and duties have been delegated. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 5.05. Salaries. The salaries of officers may be fixed from time to time by the board of directors or (except as to the president’s own) left to the discretion of the president. No officer shall be prevented from receiving a salary by reason of the fact that he or she is also a director of the corporation.

ARTICLE VI

Specific Officers

Section 6.01. Chairman of the Board. The board of directors may elect a chairman to serve as a general executive officer of the corporation, and, if specifically designated as such by the board, as the chief executive officer of the corporation. If elected, the chairman shall preside at all meetings of the board of directors and be vested with such other powers and duties as the board may from time to time delegate to him or her.

Section 6.02. President and Vice President. Unless otherwise specified by resolution of the board of directors, the president shall be the chief executive officer of the corporation. The president shall supervise the business and affairs of the corporation and the performance by all of its other officers of their respective duties, subject to the control of the board of directors (and of its chairman, if the chairman has been specifically designated as chief executive officer of the corporation). One or more vice presidents shall be elected by the board of directors to perform such duties as may be designated by the board or be assigned or delegated to them by the chief executive officer. Any one of the vice presidents as authorized by the board shall be vested with all of the powers and charged with all of the duties of the president in the event of his or her absence or inability to act. Except as may otherwise be specifically provided in a resolution of the board of directors, the president or any vice president shall be a proper officer to sign, on behalf of the corporation, any deed, bill of sale, assignment, option, mortgage, pledge, note, bond, evidence of indebtedness, application, consent (to service of process or otherwise), agreement, indenture or other instrument of any significant importance to the corporation. The president or any vice president may represent the corporation at any meeting of the shareholders of any other corporation in which this corporation then holds shares, and may vote this corporation’s shares in such other corporation in person or by proxy appointed by him or her, provided that the board of directors may from time to time confer the foregoing authority upon any other person or persons.

Section 6.03. Secretary. The secretary shall keep the minutes of meetings of the shareholders, board of directors, and any committee, and all unanimous written consents of the Shareholders, board of directors, and any committee of the corporation, and shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, and in case of his or her absence or refusal or neglect so to do, notices may be served by any person thereunto directed by the president. The secretary shall be custodian of the corporate seal and corporate records, and, in general, perform all duties incident to the office. Except as may otherwise be specifically provided in a resolution of the board of directors, the secretary and each assistant secretary shall be a proper officer to take charge of the corporation’s stock transfer books and to compile the voting record pursuant to Section 3.06 above, and to impress the corporation’s seal on any instrument signed by the president, any vice president, or any other duly authorized person, and to attest to the same.

Section 6.04. Treasurer. The treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall cause all money and other valuable effects to be deposited in the name and to the credit of the corporation in such depositories, subject to withdrawal in such manner, as may be designated by the board of directors. He or she shall render to the president, the directors, and the shareholders at proper times an account of all his or her transactions as treasurer and of the financial condition of the corporation. The treasurer shall be responsible for preparing and filing such financial reports, financial statements, and returns as may be required by law.

ARTICLE VII

Resignations and Vacancies

Section 7.01. Resignations. Any director, committee member, or officer may resign from his or her office at any time by written notice delivered or addressed to the corporation at its known place of business. Any such resignation shall be effective upon its receipt by the corporation unless some later time is fixed in such notice, and then from that time. The acceptance of a resignation shall not be required to make it effective.

Section 7.02. Vacancies. If the office of any director, committee member, or officer becomes vacant by reason of his or her death, resignation, disqualification, removal, or otherwise, the board of directors may choose a successor to hold office for the unexpired term.

ARTICLE VIII

Indemnification and Insurance

Section 8.01. Indemnification. To the extent permitted by Arizona law and any other applicable law, if any director, officer, employee or agent of the corporation is made a party to or is involved in (for example as a witness) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, and whether formal or informal, because such person is or was a director, officer, employee or agent of the corporation, as the case may be, the corporation:

(i) may indentify such person from and against any judgments, penalties, fines, amounts paid in settlement and reasonable expenses (including but not limited to expenses of investigation and preparation, and fees or disbursements of counsel, accountants or other experts) incurred by such person in such action, suit or proceeding; and (ii) may advance to such persons expenses incurred in such action, suit or proceeding.

The terms “director,” “officer,” “employee” or “agent” shall mean (i) a director, officer, employee or agent of the corporation, as the case maybe; (ii) a person serving at the corporation’s request as a director, officer, employee or agent of any corporation, partnership, joint venture, trust or other enterprise; and (iii) such broader definition as may be provided under Arizona law as in effect from time to time. The foregoing provisions for indemnification and advancement of expenses are not exclusive, and the corporation may at its discretion provide for indemnification or advancement of expenses in a resolution of its shareholders or directors, in a contract or in its Articles. It is the corporation’s policy to provide to its directors, officers, employees, and agents indemnity to the fullest extent permitted by Arizona law.

Any repeal or modification of the foregoing provisions of this Article VIII for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission of a director, officer, employee or agent of the corporation occurring prior to the time of such repeal or modification.

Section 8.02. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprises against any liability asserted against him and incurred by him in any capacity or arising out of his status, whether or not the corporation would have the power to indemnify him against liability hereunder.

ARTICLE IX

Seal

The board of directors may provide for a seal of the corporation, which shall have inscribed thereon the name of the corporation and the state and year of its incorporation.

ARTICLE X

Certificates Representing Shares

Section 10.01. Form. Each certificate representing shares of the corporation shall be in such form as may from time to time be prescribed by the board of directors, shall be consecutively numbered, and shall exhibit such information as may be required by applicable law.

Section 10.02. Signatures and Seal. All certificates issued for shares of the corporation (whether new, re-issued, or transferred) shall bear the signatures of the president or a vice president, and of the secretary or an assistant secretary, and the impression of the corporation’s corporate seal, if any. The signatures of such officers of the corporation and the impression of its corporate seal may be in facsimile form on any certificate that is countersigned by a transfer agent and/or registered by a registrar duly appointed by the corporation and other than the corporation itself or one of its employees. If a supply of unissued certificates bearing the facsimile signature of a person remains when that person ceases to hold the office of the corporation indicated on such certificates, they may still be countersigned, registered, issued, and delivered by the corporation’s transfer agent and/or registrar thereafter, the same as though such person had continued to hold the office indicated on such certificate.

Section 10.03. Ownership. The corporation shall be entitled to treat the registered owner of any share as the absolute owner thereof and, accordingly, shall not be bound to recognize any beneficial, equitable or other claim to, or interest in, such share on the part of any other person, whether or not it has notice thereof, except as may expressly be provided by applicable law.

Section 10.04. Transfer Agents and Registrars: Transfers. The board of directors may appoint one or more transfer agents or registrars with respect to shares of the stock of the corporation. The board of directors may make such rules and regulations as it may deem expedient and as are not inconsistent with these Bylaws, concerning the issue, transfer, and registration of certificates for shares of the stock of the corporation. Transfers of shares of the corporation may be made on the stock transfer books of the corporation only at the direction of the person named if the certificate (or by his or her duly authorized attorney-in-fact) and upon the surrender of such certificate. The transfer of the shares of the corporation shall be subject to such restrictions on transfer, if any, as may be imposed by the Articles of Incorporation, by any amendment thereof, by these Bylaws or by any agreement of the shareholders. No transfer shall affect the right of the corporation to pay any dividend due upon the shares or to treat the holder of record as the holder-in-fact until the transfer has been recorded in the books of the corporation.

Section 10.05. Lost Certificates. In the event of the loss, theft, or destruction of any certificates representing shares of the corporation or of any predecessor corporation, the corporation may issue (or, in the case of any such shares as to which a transfer agent and/or registrar have been appointed, may direct such transfer agent and/or registrar to countersign, register, and issue) a new certificate, and cause the same to be delivered to the owner of the shares represented thereby, provided that the owner shall have submitted such evidence showing, or an affidavit reciting, the circumstances of the alleged loss, theft, or destruction, and his ownership of the certificate, as the corporation considers satisfactory, together with any other facts that the corporation considers pertinent, and further provided that a bond of indemnity, with or without surety, shall have been provided in form and amount satisfactory to the corporation (and to its transfer agent and/or registrar, if applicable), unless the shares represented by the certificate lost, stolen, or destroyed have at the time of the issuance of the new certificate a market value of $500 or less (as determined by the corporation on the basis of such intonation as it may select), in which case the requirement of a bond may be waived. The corporation may act through its president, any vice president, its secretary, or its treasurer for any purpose of this Section 10.05.

ARTICLE X

Dividends

Subject to such restrictions or requirements as may be imposed by applicable law or the corporation’s articles or as may otherwise be binding upon the corporation, the board of directors may from time to time declare and the corporation may pay dividends on shares of the corporation outstanding on the dates of record fixed by the board, to be paid in cash, in property, or in shares of the corporation on or as of such payment or distribution dates as the board may prescribe.

ARTICLE XI

Amendments

These bylaws may be altered, amended, supplemented, repealed, or temporarily or permanently suspended, in whole or in part, or new bylaws may be adopted, at any duly constituted meeting of the board of directors (the notice of which meeting either includes mention of the proposed action relative to the bylaws or is waived pursuant to Section 4.06 above) or, alternatively, by unanimous written consent to corporate action without a meeting of the board of directors, pursuant to Section 4.18 above. If, however, any such action arises as a matter of necessity at any such meeting and is otherwise proper, no notice thereof shall be required. Any amendment made to a bylaw shall be noted on the margin of the bylaw amended, referring to the page of the record where the amendment appears.

Certificate of Adoption

The undersigned secretary does hereby certify that the foregoing bylaws were adopted by the board of directors of Giant Mid-Continent, Inc. pursuant to a written consent of the board of directors dated December 22, 1994.

/s/ Morgan M. Gust

Morgan M. Gust, Secretary

EX-3.31

Exhibit 3.31

EX-3.32

Exhibit 3.32

LIMITED LIABILITY COMPANY AGREEMENT

OF

WESTERN REFINING TEXAS RETAIL SERVICES, LLC

A TEXAS LIMITED LIABILITY COMPANY

This LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN REFINING TEXAS RETAIL SERVICES, LLC (the “LLC Agreement”) is executed as of the 13th day of October, 2011, by WESTERN REFINING TRS I, LLC, a Texas limited liability company (“Member”) as the sole member of WESTERN REFINING TEXAS RETAIL SERVICES, LLC, a Texas limited liability company (the “Company”).

ARTICLE I

Defined Terms

The following capitalized terms shall have the meanings specified in this Article I. Terms used in the LLC Agreement that are not defined herein shall have the meaning given to them under the TBO Code (as defined below).

“Certificate of Formation” means the Certificate of Formation filed with the Texas Secretary of State pursuant to the TBO Code to form the Company, as originally executed and amended, modified, supplemented, or restated from time to time, as the context requires.

“Certificate of Termination” means a Certificate of Termination filed in accordance with the TBO Code.

“Company” means the Company defined as such in the preamble of this LLC Agreement.

“Insolvent” means the inability of the Company to pay the Company’s debts as they become due in the ordinary course of business or that the fair value of the Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved and terminated at the time of the distribution, to satisfy the preferential distribution rights of members accrued through such dissolution and termination, if any.

“Interest” means a Member’s share of the Profits and Losses of, and the right to receive distributions from, the Company, and a Member’s capital.

“IR Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

“Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable loss determined in accordance with the IR Code or as otherwise determined by the Member(s) holding a majority of the outstanding interest in the Company, in its or their sole discretion.

“Manager” means the Person designated as such in accordance with the provisions of Section 5.1.

“Member” means the Persons signing this LLC Agreement and any Person who subsequently is admitted as a Member of the Company.

“Membership Rights” means all of the rights of a Member in the Company, including a Member’s: (i) Interest and (ii) right to inspect the Company’s books and records as provided in the TBO Code and this LLC Agreement.

“Person” means and includes an individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.

“Profit” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income determined in accordance with the IR Code or as otherwise determined by the Member(s) holding a majority of the outstanding interest in the Company, in its or their sole discretion.

“Secretary of State” means the Secretary of State for the State of Texas.

“TBO Code” means the Texas Business Organizations Code, as amended from time to time.

“Transfer” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.

ARTICLE II

Formation and Name; Office; Purpose; Term

Section 2.1. Organization. The initial Member hereby organizes the Company pursuant to the TBO Code and the provisions of this LLC Agreement and, for that purpose, has caused a Certificate of Formation to be prepared, executed, and filed with the Secretary of State.

Section 2.2. Name of the Company. The name of the Company shall be “Western Refining Texas Retail Services, LLC.” The Company may do business under that name and under any other name or names upon which the Member(s) holding a majority of the outstanding Interest in the Company may, acting together and in its or their sole discretion, determine.

Section 2.3. Purpose. The Company is organized for any lawful purpose, and to do any and all things necessary, convenient, or incidental to that purpose.

Section 2.4. Term. The term of the Company began upon the acceptance of the Certificate of Formation by the Secretary of State and its duration shall be perpetual, unless its existence is sooner terminated pursuant to Article VII of this LLC Agreement.

Section 2.5. Principal Office. The principal office of the Company shall be located at 123 West Mills Avenue, Suite 200, El Paso, Texas 79901, or at any other place which the Member(s) holding a majority of the outstanding Interest in the Company may, acting together and in its or their sole discretion, otherwise determine.

Western Refining Texas Retail Services, LLC

LLC Agreement

2

Section 2.6. Limited Liability. Except as otherwise provided by the TBO Code, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member shall be obligated personally for any such debts, obligations or liabilities solely by reason of being a Member.

Section 2.7. Registered Agent/Registered Office. The Member(s) holding a majority of the outstanding Interest in the Company shall, acting together and in its or their sole discretion, designate a registered agent in the state of Texas to the extent required by law. The name and street address of the Company’s initial registered agent and initial registered office in the State of Texas shall be:

C T Corporation System

350 North St. Paul Street

Suite 2900

Dallas TX 75201

Section 2.8 Member. The name and Interest of the initial Member is as follows:

Name:	Interest:
Western Refining TRS I, LLC		100	%
123 West Mills Avenue, Suite 200
El Paso, Texas 79901

Section 2.9 Written Consent. The Members(s) may act by Written Consent.

Article III

Capital

Section 3.1. Investments. Any investment in the Company will be made 100% by the Members(s).

Section 3.2. No Other Capital Contributions Required. The Member(s) shall not be required to contribute any additional capital to the Company and, except as set forth in the TBO Code, the Member(s) shall have no personal liability for any obligations of the Company.

Section 3.3. Loans. The Member(s) holding a majority of the outstanding Interest in the Company may, at any time, acting together and in its or their sole discretion, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member(s) agree.

Western Refining Texas Retail Services, LLC

LLC Agreement

3

Article IV

Profit, Loss and Distributions

Section 412. Allocation of Profit or Loss. All Profit or Loss shall be allocated to the Member(s).

Section 4.2. Distributions. The Member(s) holding a majority of the outstanding Interest in the Company shall, acting together and in its or their sole discretion, decide whether and in what amounts the proceeds received by the Company shall be distributed to the Member(s). All such proceeds distributed to the Member(s), if any, shall be distributed in proportion to the Member’s Interest.

ARTICLE V

Management: Rights, Powers, and Duties

Section 5.1. Management. The business and affairs of the Company shall be managed by and be under the direction of one or more Managers. The Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, may increase or decrease the number of Managers managing the Company’s affairs. The Managers shall be appointed by the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, and shall hold office until their respective successors are selected and qualified or until their resignation, expulsion or removal. A Manager need not be a Member. Initially, the Company shall be managed by the following three Managers:

Matthew L. Yoder

Robert C. Sprouse

Roger K. Burton

Section 5.2. Powers. Each Manager, acting alone and in his or her sole discretion, shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Section 2.3 and Section 5.1, each Manager is an agent of the Company for the purpose of the Company’s business and each Manager has the authority, acting alone and in his or her sole discretion, to bind the Company.

Section 5.3. Removal. Unless otherwise restricted by law, a Manager may be removed or expelled, with or without cause, at any time by the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, and any vacancy caused by any such removal or expulsion may be filled by action of the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion.

Section 5.4. Compensation of Manager. The Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, shall have the authority to fix the compensation of the Managers. A Manager may be paid his or her expenses, if any, but shall not receive any salary as a Manager. No such payment shall preclude a Manager from serving the Company in any other capacity and receiving compensation therefor.

Western Refining Texas Retail Services, LLC

LLC Agreement

4

Section 5.5. Liability and Indemnification.

5.5.1 Neither the Member(s) nor any Manager shall be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by any such Person with respect to Company matters.

5.5.2 The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including an action by or in the right of the Company, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was a Member or Manager of the Company against reasonable expenses (including but not limited to expenses of investigation and preparation and fees or disbursements of counsel, accountants or other experts), judgments, fines and amounts paid in settlement (collectively, “Losses”) actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was lawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such person did not act in good faith or in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that such person did not have reasonable cause to believe that his or her conduct was lawful.

5.5.3 Notwithstanding anything herein to the contrary, in any action by or in the right of the Company, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that any court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Losses which such court shall deem proper.

5.5.4 Any indemnification authorized under this Article V (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon determination that the indemnification of the present or former Member or Manager is proper because such person has met the applicable standard of conduct set forth in this Article V. Such determination shall be made by the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion. To the extent, however, that a Member or Manager of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against Losses actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in such case.

5.5.5 Expenses incurred by a Member or Manager in defending or investigating a threatened or pending action, suit or proceeding may be required by the Member(s) to be paid (upon such terms and conditions, if any, the Member(s) holding a majority of the outstanding Interest in

Western Refining Texas Retail Services, LLC

LLC Agreement

5

the Company, acting together and in its or their sole discretion, deem appropriate) by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or Manager to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article V.

5.5.6 The indemnification and advancement of Losses provided for in this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of Losses may be entitled under any bylaw, agreement, contract or pursuant to the direction of any court of competent jurisdiction, nor shall this section be deemed to preclude the indemnification of any Person who is not specified in this Article V but whom the Company has the power or obligation to indemnify under the provisions of applicable laws of the State of Texas, or otherwise.

5.5.7 The Company shall have the power to purchase and maintain insurance on behalf of any Person who is or was a Member, Manager or agent of the Company, or is or was serving at the request of the Company as a Member, Manager or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her or incurred by him or her in any capacity arising out of his or her status, whether or not the Company would have the power to indemnify him or her against liability hereunder.

ARTICLE VI

Dissolution, Liquidation, and Termination of the Company

Section 6.1. Events of Dissolution. The Company shall be dissolved upon the written consent of the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, to dissolve the Company.

Section 6.2. No Involuntary Withdrawal. Notwithstanding the provisions of the TBO Code, a Member shall not cease to be a member as a result of the occurrence of any of the events contained therein.

Section 6.3. Procedure for Winding Up and Dissolution. If the Company is dissolved, the affairs of the Company shall be wound up. Upon such dissolution, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Member(s) holding a majority of the outstanding Interest in the Company, which shall have full power and authority, acting together and in its or their sole discretion, to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner in accordance with the TBO Code. On winding up of the Company, the assets of the Company shall be distributed in accordance with the TBO Code.

Section 6.4. Filing of Certificate of Termination. Upon the completion of the winding up of the Company, the Member(s) shall file a Certificate of Termination of the Company with the office of the Secretary of State of the State of Texas. If there are no remaining Member(s), the Certificate of Termination shall be filed by the last Person to be a Member; or the Certificate shall be filed by the legal or personal representatives of the Person who last was a Member.

Western Refining Texas Retail Services, LLC

LLC Agreement

6

ARTICLE VII

Transfer or Assignment of Membership Interests

Section 7.1. Transfers or Assignment. A Member, acting alone and in its sole discretion, may transfer or assign all or any portion of such Member’s interest in the Company at any time. Upon any such assignment, the assignee shall succeed to the rights and obligations of the Member in respect of its interests in the Company so transferred and (i) upon the assignment of 100% of the outstanding interest in the Company held by a single member to one or more assignees, each such assignee shall become a Member of the Company; (ii) upon any other assignment of an interest in the Company, such assignee shall become a Member in the Company upon the consent of all Members other than the assigning Member or, if the assigning Member shall be the sole Member immediately prior to such assignment, upon the consent of such assigning Member. Notwithstanding anything to the contrary contained herein, no such transfer of a Member’s interest in the Company shall operate to dissolve the Company.

ARTICLE VIII

Books, Records, Accounting, and Tax Elections

Section 8.1. Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts opened in the Company’s name. The Member(s) holding a majority of the outstanding Interest in the Company shall, acting together and in its or their sole discretion, determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.

Section 8.2. Books and Records. The Manager(s), acting alone and in his or her sole discretion, shall cause to be kept, complete and accurate books and records of the Company and supporting documentation of the transactions with respect to the conduct of the Company’s business. The books and records, if any, shall be maintained in accordance with sound accounting principles and practices. The Manager(s) shall additionally cause to be kept at the Company’s principal office the following records: (i) a current list of the full names and last known business, residence, or mailing addresses of all Members and Managers; (ii) a copy of the Certificate of Formation and all certificates of amendment; (iii) copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three (3) most recent years; and (iv) a copy of the LLC Agreement, any and all amendments thereto, and any financial statements of the Company for the three (3) most recent years.

Section 8.3. Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year unless, for United States federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for United States federal income tax purposes and for accounting purposes.

Western Refining Texas Retail Services, LLC

LLC Agreement

7

ARTICLE IX

General Provisions

Section 9.1. Applicable Law. All questions concerning the construction, validity, and interpretation of this LLC Agreement shall be governed by the laws of the State of Texas, without regard to conflicts of laws provisions applied in Texas.

Section 9.2. Headings. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this LLC Agreement or the intent of the provisions hereof.

Section 9.3. Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require.

Section 9.4. Separability of Provisions. Each provision of this LLC Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of the LLC Agreement which are valid.

ARTICLE X

Modification of LLC Agreement

Section 10.1. Modification of LLC Agreement. This LLC Agreement may be amended or modified only by a written instrument executed by the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion. In addition, the terms or conditions hereof may be waived by a written instrument executed by the party waiving compliance.

[Remainder of Page Intentionally Left Blank]

Western Refining Texas Retail Services, LLC

LLC Agreement

8

IN WITNESS WHEREOF, the authorized Managers of the Sole Member have duly executed this LLC Agreement, as of the date set forth hereinabove.

MEMBER
WESTERN REFINING TRS I, LLC, a Texas limited liability company
By:	/s/ Matt Yoder
Matt Yoder, Manager
By:	/s/ Melissa M. Buhrig
Melissa M. Buhrig, Manager

Western Refining Texas Retail Services, LLC

LLC Agreement

9

EX-3.33

Exhibit 3.33

2

EX-3.34

Exhibit 3.34

LIMITED LIABILITY COMPANY AGREEMENT

OF

WESTERN REFINING TRS I, LLC

A TEXAS LIMITED LIABILITY COMPANY

This LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN REFINING TRS I, LLC (the “LLC Agreement”) is executed as of the 13^th day of October, 2011, by WESTERN REFINING TRS II, LLC, a Texas limited liability company (“Member”) as the sole member of WESTERN REFINING TRS I, LLC, a Texas limited liability company (the “Company”).

ARTICLE I

Defined Terms

The following capitalized terms shall have the meanings specified in this Article I. Terms used in the LLC Agreement that are not defined herein shall have the meaning given to them under the TBO Code (as defined below).

“Certificate of Formation” means the Certificate of Formation filed with the Texas Secretary of State pursuant to the Code to form the Company, as originally executed and amended, modified, supplemented, or restated from time to time, as the context requires.

“Certificate of Termination” means a Certificate of Termination filed in accordance with the TBO Code.

“Company” means the Company defined as such in the preamble of this LLC Agreement.

“Insolvent” means the inability of the Company to pay the Company’s debts as they become due in the ordinary course of business or that the fair value of the Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved and terminated at the time of the distribution, to satisfy the preferential distribution rights of members accrued through such dissolution and termination, if any.

“Interest” means a Member’s share of the Profits and Losses of, and the right to receive distributions from, the Company, and a Member’s capital.

“IR Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

“Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable loss determined in accordance with the IR Code or as otherwise determined by the Member(s) holding a majority of the outstanding interest in the Company, in its or their sole discretion.

“Manager” means the Person designated as such in accordance with the provisions of Section 5.1.

“Member” means the Persons signing this LLC Agreement and any Person who subsequently is admitted as a Member of the Company.

“Membership Rights” means all of the rights of a Member in the Company, including a Member’s: (i) Interest and (ii) right to inspect the Company’s books and records as provided in the TBO Code and this LLC Agreement.

“Person” means and includes an individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.

“Profit” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income determined in accordance with the IR Code or as otherwise determined by the Member(s) holding a majority of the outstanding interest in the Company, in its or their sole discretion.

“Secretary of State” means the Secretary of State for the State of Texas.

“TBO Code” means the Texas Business Organizations Code, as amended from time to time.

“Transfer” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.

ARTICLE II

Formation and Name; Office; Purpose; Term

Section 2.1. Organization. The initial Member hereby organizes the Company pursuant to the TBO Code and the provisions of this LLC Agreement and, for that purpose, has caused a Certificate of Formation to be prepared, executed, and filed with the Secretary of State.

Section 2.2. Name of the Company. The name of the Company shall be “Western Refining TRS I, LLC.” The Company may do business under that name and under any other name or names upon which the Member(s) holding a majority of the outstanding Interest in the Company may, acting together and in its or their sole discretion, determine.

Section 2.3. Purpose. The Company is organized for any lawful purpose, and to do any and all things necessary, convenient, or incidental to that purpose.

Section 2.4. Term. The term of the Company began upon the acceptance of the Certificate of Formation by the Secretary of State and its duration shall be perpetual, unless its existence is sooner terminated pursuant to Article VII of this LLC Agreement.

Section 2.5. Principal Office. The principal office of the Company shall be located at 123 West Mills Avenue, Suite 200, EI Paso, Texas 79901, or at any other place which the Member(s) holding a majority of the outstanding Interest in the Company may, acting together and in its or their sole discretion, otherwise determine

Western Refining TRS I, LLC

LLC Agreement

2

Section 2.6. Limited Liability. Except as otherwise provided by the TBO Code, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member shall be obligated personally for any such debts, obligations or liabilities solely by reason of being a Member.

Section 2.7. Registered Agent/Registered Office. The Member(s) holding a majority of the outstanding Interest in the Company shall, acting together and in its or their sole discretion, designate a registered agent in the state of Texas to the extent required by law. The name and street address of the Company’s initial registered agent and initial registered office in the State of Texas shall be:

C T Corporation System

350 North St. Paul Street

Suite 2900

Dallas TX 75201

Section 2.8. Member. The name and Interest of the initial Member is as follows:

Name:	Interest:
Western Refining TRS II, LLC		100	%
123 West Mills Avenue, Suite 200
El Paso, Texas 79901

Section 2.9. Written Consent. The Member(s) may act by Written Consent.

ARTICLE III

Capital

Section 3.1. Investments. Any investment in the Company will be made 100% by the Member(s).

Section 3.2. No Other Capital Contributions Required. The Member(s) shall not be required to contribute any additional capital to the Company and, except as set forth in the TBO Code, the Member(s) shall have no personal liability for any obligations of the Company.

Section 3.3. Loans. The Member(s) holding a majority of the outstanding Interest in the Company may, at any time, acting together and in its or their sole discretion, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member(s) agree.

Western Refining TRS I, LLC

LLC Agreement

3

ARTICLE IV

Profit, Loss, and Distributions

Section 4.1. Allocation of Profit or Loss. All Profit or Loss shall be allocated to the Member(s).

Section 4.2. Distributions. The Member(s) holding a majority of the outstanding Interest in the Company shall, acting together and in its or their sole discretion, decide whether and in what amounts the proceeds received by the Company shall be distributed to the Member(s). All such proceeds distributed to the Member(s), if any, shall be distributed in proportion to the Member’s Interest.

ARTICLE V

Management: Rights, Powers, and Duties

Section 5.1. Management. The business and affairs of the Company shall be managed by and be under the direction of one or more Managers. The Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, may increase or decrease the number of Managers managing the Company’s affairs. The Managers shall be appointed by the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, and shall hold office until their respective successors are selected and qualified or until their resignation, expulsion or removal. A Manager need not be a Member. Initially, the Company shall be managed by the following three Managers:

Matthew L. Yoder

Melissa M. Buhrig

Roger K. Burton

Section 5.2. Powers. Each Manager, acting alone and in his or her sole discretion, shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Section 2.3 and Section 5.1, each Manager is an agent of the Company for the purpose of the Company’s business and each Manager has the authority, acting alone and in his or her sole discretion, to bind the Company.

Section 5.3. Removal. Unless otherwise restricted by law, a Manager may be removed or expelled, with or without cause, at any time by the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, and any vacancy caused by any such removal or expulsion may be filled by action of the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion.

Section 5.4. Compensation of Manager. The Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, shall have the authority to fix the compensation of the Managers. A Manager may be paid his or her expenses, if any, but shall not receive any salary as a Manager. No such payment shall preclude a Manager from serving the Company in any other capacity and receiving compensation therefore.

Western Refining TRS I, LLC

LLC Agreement

4

Section 5.5. Liability and Indemnification.

5.5.1. Neither the Member(s) nor any Manager shall be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by any such Person with respect to Company matters.

5.5.2 The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including an action by or in the right of the Company, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was a Member or Manager of the Company against reasonable expenses (including but not limited to expenses of investigation and preparation and fees or disbursements of counsel, accountants or other experts), judgments, fines and amounts paid in settlement (collectively, “Losses”) actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was lawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contender or its equivalent shall not, of itself, create a presumption that such person did not act in good faith or in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that such person did not have reasonable cause to believe that his or her conduct was lawful.

5.5.3 Notwithstanding anything herein to the contrary, in any action by or in the right of the Company, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that any court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Losses which such court shall deem proper.

5.5.4 Any indemnification authorized under this Article V (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon determination that the indemnification of the present or former Member or Manager is proper because such person has met the applicable standard of conduct set forth in this Article V. Such determination shall be made by the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion. To the extent, however, that a Member or Manager of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against Losses actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in such case.

Western Refining TRS I, LLC

LLC Agreement

5

5.5.5 Expenses incurred by a Member or Manager in defending or investigating a threatened or pending action, suit or proceeding may be required by the Member(s) to be paid (upon such terms and conditions, if any, the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, deem appropriate) by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or Manager to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article V.

5.5.6 The indemnification and advancement of Losses provided for in this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of Losses may be entitled under any bylaw, agreement, contract or pursuant to the direction of any court of competent jurisdiction, nor shall this section be deemed to preclude the indemnification of any Person who is not specified in this Article V but whom the Company has the power or obligation to indemnify under the provisions of applicable laws of the State of Texas, or otherwise.

5.5.7 The Company shall have the power to purchase and maintain insurance on behalf of any Person who is or was a Member, Manager or agent of the Company, or is or was serving at the request of the Company as a Member, Manager or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her or incurred by him or her in any capacity arising out of his or her status, whether or not the Company would have the power to indemnify him or her against liability hereunder.

ARTICLE VI

Dissolution, Liquidation, and Termination of the Company

Section 6.1. Events of Dissolution. The Company shall be dissolved upon the written consent of the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, to dissolve the Company.

Section 6.2. No Involuntary Withdrawal. Notwithstanding the provisions of the TBO Code, a Member shall not cease to be a member as a result of the occurrence of any of the events contained therein.

Section 6.3. Procedure for Winding Up and Dissolution. If the Company is dissolved, the affairs of the Company shall be wound up. Upon such dissolution, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Member(s) holding a majority of the outstanding Interest in the Company, which shall have full power and authority, acting together and in its or their sole discretion, to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner in accordance with the TBO Code. On winding up of the Company, the assets of the Company shall be distributed in accordance with the TBO Code.

Section 6.4. Filing of Certificate of Termination. Upon the completion of the winding up of the Company, the Member(s) shall file a Certificate of Termination of the Company with the office of the Secretary of State of the State of Texas. If there are no remaining Member(s), the Certificate of Termination shall be filed by the last Person to be a Member; or the Certificate shall be filed by the legal or personal representatives of the Person who last was a Member.

Western Refining TRS I, LLC

LLC Agreement

6

ARTICLE VII

Transfer or Assignment of Membership Interests

Section 7.1. Transfers or Assignment. A Member, acting alone and in its sole discretion, may transfer or assign all or any portion of such Member’s interest in the Company at any time. Upon any such assignment, the assignee shall succeed to the rights and obligations of the Member in respect of its interests in the Company so transferred and (i) upon the assignment of 100% of the outstanding interest in the Company held by a single member to one or more assignees, each such assignee shall become a Member of the Company; (ii) upon any other assignment of an interest in the Company, such assignee shall become a Member in the Company upon the consent of all Members other than the assigning Member or, if the assigning Member shall be the sole Member immediately prior to such assignment, upon the consent of such assigning Member. Notwithstanding anything to the contrary contained herein, no such transfer of a Member’s interest in the Company shall operate to dissolve the Company.

ARTICLE VIII

Books, Records, Accounting, and Tax Elections

Section 8.1. Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts opened in the Company’s name. The Member(s) holding a majority of the outstanding Interest in the Company shall, acting together and in its or their sole discretion, determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.

Section 8.2. Books and Records. The Manager(s), acting alone and in his or her sole discretion, shall cause to be kept, complete and accurate books and records of the Company and supporting documentation of the transactions with respect to the conduct of the Company’s business. The books and records, if any, shall be maintained in accordance with sound accounting principles and practices. The Manager(s) shall additionally cause to be kept at the Company’s principal office the following records: (i) a current list of the full names and last known business, residence, or mailing addresses of all Members and Managers; (ii) a copy of the Certificate of Formation and all certificates of amendment; (iii) copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three (3) most recent years; and (iv) a copy of the LLC Agreement, any and all amendments thereto, and any financial statements of the Company for the three (3) most recent years.

Section 8.3 Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year unless, for United States federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for United States federal income tax purposes and for accounting purposes.

Western Refining TRS I, LLC

LLC Agreement

7

ARTICLE IX

General Provisions

Section 9.1. Applicable Law. All questions concerning the construction, validity, and interpretation of this LLC Agreement shall be governed by the laws of the State of Texas, without regard to conflicts of law’s provisions applied in Texas.

Section 9.2. Headings. The headings herein are inserted as a matter of convenience only, and do not defame, limit, or describe the scope of this LLC Agreement or the intent of the provisions hereof.

Section 9.3. Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require.

Section 9.4. Separability of Provisions. Each provision of this LLC Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of the LLC Agreement which are valid.

ARTICLE X

Modification of LLC Agreement

Section 10.1. Modification of LLC Agreement. This LLC Agreement may be amended or modified only by a written instrument executed by the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion. In addition, the terms or conditions hereof may be waived by a written instrument executed by the party waiving compliance.

[Remainder of Page Intentionally Left Blank]

Western Refining TRS I, LLC

LLC Agreement

8

IN WITNESS WHEREOF, the authorized Managers of the sole Member have duly executed this LLC Agreement, as of the date set forth hereinabove.

MEMBER
WESTERN REFINING TRS II, LLC, a Texas limited liability
By:	/s/ Matt Yoder
	Matt Yoder, Manager
By:	/s/ Melissa M. Buhrig
	Melissa M. Buhrig, Manager

Western Refining TRS I, LLC

LLC Agreement

9

EX-3.35

Exhibit 3.35

Certificate of Formation Limited Liability Company Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $300 Filed in the Office of the Secretary of State of Texas Filing #: 801493724 10/13/2011 Document #: 392637370002 Image Generated Electronically for Web Filing Article 1 - Entity Name and Type The filing entity being formed is a limited liability company. The name or the entity is: Western Refining TRS II. LLC Article 2 - Registered Agent and Registered Office A. The initial registered agent is an organization (cannot be company named above) by the name of: CT Corporation System OR B. The initial registered agent is an individual resident of the state whose name is set forth below: C. The business address of the registered agent and the registered office address is: Street Address: 350 N. St. Paul Street, Suite 2900 Dallas TX 75201 Consent of Registered Agent A. A copy of the consent of registered agent is attached. OR B. The consent of the registered agent is maintained by the entity. Article 3 - Governing Authority A. The limited liability company is to be managed by managers. OR B. The limited liability company will not have managers. Management of the company is reserved to the members. The names and addresses of the governing persons are set forth below: Manager 1 Matthew L Yoder Title: Manager Address 123 W. Mills Ave., Suite 200 El Paso TX, USA 79901 Manager 2: Robert C Sprouse Title: Manager Address: 1250 W. Washington, Suite 101 Tempe AZ, USA 85281 Manager 3: Melissa M Buhrig Title: Manager Address 123 W. Mills Ave., Suite 200 El Paso TX, USA 79901 Article 4 - Purpose The purpose for which the company is organized is for the transaction of any and all lawful business for which limited liability companies may be organized under the Texas Business Organizations Code. Supplemental Provisions/Information

[The attached addendum, if any, is incorporated herein by reference ] Organizer The name and address of the organizer are set forth below. Melissa M. Buhrig 123 W. Mills Ave.. Suite 200. El Paso. TX 79901 OR B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its signing. The delayed effective date is: Execution The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument. Melissa M. Buhrig Signature of Organizer FILING OFFICE COPY FILING OFFICE COPU

EX-3.36

Exhibit 3.36

LIMITED LIABILITY COMPANY AGREEMENT

OF

WESTERN REFINING TRS II, LLC

A TEXAS LIMITED LIABILITY COMPANY

This LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN REFINING TRS II, LLC (the “LLC Agreement”) is executed as of the 13^th day of October, 2011, by WESTERN REFINING SOUTHWEST, INC., an Arizona corporation (“Member”) as the sole member of WESTERN REFINING TRS II, LLC, a Texas limited liability company (the “Company”).

ARTICLE I

Defined Terms

The following capitalized terms shall have the meanings specified in this Article I. Terms used in the LLC Agreement that are not defined herein shall have the meaning given to them under the TBO Code (as defined below).

“Certificate of Formation” means the Certificate of Formation filed with the Texas Secretary of State pursuant to the TBO Code to form the Company, as originally executed and amended, modified, supplemented, or restated from time to time, as the context requires.

“Certificate of Termination” means a Certificate of Termination filed in accordance with the TBO Code.

“Company” means the Company defined as such in the preamble of this LLC Agreement.

“Insolvent” means the inability of the Company to pay the Company’s debts as they become due in the ordinary course of business or that the fair value of the Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved and terminated at the time of the distribution, to satisfy the preferential distribution rights of members accrued through such dissolution and termination, if any.

“Interest” means a Member’s share of the Profits and Losses of, and the right to receive distributions from, the Company, and a Member’s capital.

“IR Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

“Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable loss determined in accordance with the IR Code or as otherwise determined by the Member(s) holding a majority of the outstanding interest in the Company, in its or their sole discretion.

“Manager” means the Person designated as such in accordance with the provisions of Section 5.1.

“Member” means the Persons signing this LLC Agreement and any Person who subsequently is admitted as a Member of the Company.

“Membership Rights” means all of the rights of a Member in the Company, including a Member’s: (i) Interest and (ii) right to inspect the Company’s books and records as provided in the TBO Code and this LLC Agreement.

“Person” means and includes an individual, corporation, partnership, association, Limited Liability Company, trust, estate, or other entity.

“Profit” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income determined in accordance with the IR Code or as otherwise determined by the Member(s) holding a majority of the outstanding interest in the Company, in its or their sole discretion.

“Secretary of State” means the Secretary of State for the State of Texas.

“TBO Code” means the Texas Business Organizations Code, as amended from time to time.

“Transform” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.

ARTICLE II

Formation and Name; Office; Purpose; Term

Section 2.1. Organization. The initial Member hereby organizes the Company pursuant to the TBO Code and the provisions of this LLC Agreement and, for that purpose, has caused a Certificate of Formation to be prepared, executed, and filed with the Secretary of State.

Section 2.2. Name of the Company. The name of the Company shall be “Western Refining TRS II, LLC.” The Company may do business under that name and under any other name or names upon which the Member(s) holding a majority of the outstanding Interest in the Company may, acting together and in its or their sole discretion, determine.

Section 2.3. Purpose. The Company is organized for any lawful purpose, and to do any and all things necessary, convenient, or incidental to that purpose.

Section 2.4. Term. The term of the Company began upon the acceptance of the Certificate of Formation by the Secretary of State and its duration shall be perpetual, unless its existence is sooner terminated pursuant to Article VII of this LLC Agreement.

Section 2.5. Principal Office. The principal office of the Company shall be located at 123 West Mills Avenue, Suite 200, EI Paso, Texas 79901, or at any other place which the Member(s) holding a majority of the outstanding Interest in the Company may, acting together and in its or their sole discretion, otherwise determine.

Western Refining TRS II, LLC

LLC Agreement

Section 2.6. Limited Liability. Except as otherwise provided by the TBO Code, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member shall be obligated personally for any such debts, obligations or liabilities solely by reason of being a Member.

Section 2.7. Registered Agent/Registered Office. The Member(s) holding a majority of the outstanding Interest in the Company shall, acting together and in its or their sole discretion, designate a registered agent in the state of Texas to the extent required by law. The name and street address of the Company’s initial registered agent and initial registered office in the State of Texas shall be:

C T Corporation System

350 North St. Paul Street

Suite 2900

Dallas TX 75201

Section 2.8. Member. The name and Interest of the initial Member is as follows:

Name:	Interest:
Western Refining Southwest, Inc. 123 West Mills Avenue, Suite 200 El Paso, Texas 79901		100	%

Section 2.9. Written Consent. The Member(s) may act by Written Consent.

ARTICLE III

Capital

Section 3.1. Investments. Any investment in the Company will be made 100% by the Member(s).

Section 3.2. No Other Capital Contributions Required. The Member(s) shall not be required to contribute any additional capital to the Company and, except as set forth in the TBO Code, the Member(s) shall have no personal liability for any obligations of the Company.

Section 3.3. Loans. The Member(s) holding a majority of the outstanding Interest in the Company may, at any time, acting together and in its or their sole discretion, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member(s) agree.

Western Refining TRS II, LLC

LLC Agreement

ARTICLE IV

Profit, Loss, and Distributions

Section 412 Allocation of Profit or Loss. All Profit or Loss shall be allocated to the Member(s).

Section 4.2. Distributions. The Member(s) holding a majority of the outstanding Interest in the Company shall, acting together and in its or their sole discretion, decide whether and in what amounts the proceeds received by the Company shall be distributed to the Member(s). All such proceeds distributed to the Member(s), if any, shall be distributed in proportion to the Member’s Interest.

ARTICLE V

Management: Rights, Powers, and Duties

Section 5.1. Management. The business and affairs of the Company shall be managed by and be under the direction of one or more Managers. The Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, may increase or decrease the number of Managers managing the Company’s affairs. The Managers shall be appointed by the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, and shall hold office until their respective successors are selected and qualified or until their resignation, expulsion or removal. A Manager need not be a Member. Initially, the Company shall be managed by the following three Managers:

Matthew L. Yoder

Melissa M. Buhrig

Robert C. Sprouse

Section 5.2. Powers. Each Manager, acting alone and in his or her sole discretion, shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Section 2.3 and Section 5.1, each Manager is an agent of the Company for the purpose of the Company’s business and each Manager has the authority, acting alone and in his or her sole discretion, to bind the Company.

Section 5.3. Removal. Unless otherwise restricted by law, a Manager may be removed or expelled, with or without cause, at any time by the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, and any vacancy caused by any such removal or expulsion may be filled by action of the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion.

Section 5.4. Compensation of Manager. The Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, shall have the authority to fix the compensation of the Managers. A Manager may be paid his or her expenses, if any, but shall not receive any salary as a Manager. No such payment shall preclude a Manager from serving the Company in any other capacity and receiving compensation therefore.

Western Refining TRS II, LLC

LLC Agreement

Section 5.5. Liability and Indemnification.

5.5.1. Neither the Member(s) nor any Manager shall be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by any such Person with respect to Company matters.

5.5.2 The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including an action by or in the right of the Company, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was a Member or Manager of the Company against reasonable expenses (including but not limited to expenses of investigation and preparation and fees or disbursements of counsel, accountants or other experts), judgments, fines and amounts paid in settlement (collectively, “Losses”) actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was lawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of novo contender or its equivalent shall not, of itself, create a presumption that such person did not act in good faith or in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that such person did not have reasonable cause to believe that his or her conduct was lawful.

5.5.3 Notwithstanding anything herein to the contrary, in any action by or in the right of the Company, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that any court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Losses which such court shall deem proper.

5.5.4 Any indemnification authorized under this Article V (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon determination that the indemnification of the present or former Member or Manager is proper because such person has met the applicable standard of conduct set forth in this Article V. Such determination shall be made by the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion. To the extent, however, that a Member or Manager of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against Losses actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in such case.

Western Refining TRS II, LLC

LLC Agreement

5.5.5 Expenses incurred by a Member or Manager in defending or investigating a threatened or pending action, suit or proceeding may be required by the Member(s) to be paid (upon such terms and conditions, if any, the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, deem appropriate) by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member or Manager to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article V.

5.5.6 The indemnification and advancement of Losses provided for in this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of Losses may be entitled under any bylaw, agreement, contract or pursuant to the direction of any court of competent jurisdiction, nor shall this section be deemed to preclude the indemnification of any Person who is not specified in this Article V but whom the Company has the power or obligation to indemnify under the provisions of applicable laws of the State of Texas, or otherwise.

5.5.7 The Company shall have the power to purchase and maintain insurance on behalf of any Person who is or was a Member, Manager or agent of the Company, or is or was serving at the request of the Company as a Member, Manager or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her or incurred by him or her in any capacity arising out of his or her status, whether or not the Company would have the power to indemnify him or her against liability hereunder.

ARTICLE VI

Dissolution, Liquidation, and Termination of the Company

Section 6.1. Events of Dissolution. The Company shall be dissolved upon the written consent of the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion, to dissolve the Company.

Section 6.2. No Involuntary Withdrawal. Notwithstanding the provisions of the TBO Code, a Member shall not cease to be a member as a result of the occurrence of any of the events contained therein.

Section 6.3. Procedure for Winding up and Dissolution. If the Company is dissolved, the affairs of the Company shall be wound up. Upon such dissolution, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Member(s) holding a majority of the outstanding Interest in the Company, which shall have full power and authority, acting together and in its or their sole discretion, to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner in accordance with the TBO Code. On winding up of the Company, the assets of the Company shall be distributed in accordance with the TBO Code.

Section 6.4. Filing of Certificate of Termination. Upon the completion of the winding up of the Company, the Member(s) shall file a Certificate of Termination of the Company with the office of the

Western Refining TRS II, LLC

LLC Agreement

Secretary of State of the State of Texas. If there are no remaining Member(s), the Certificate of Termination shall be filed by the last Person to be a Member; or the Certificate shall be filed by the legal or personal representatives of the Person who last was a Member.

ARTICLE VII

Transfer or Assignment of Membership Interests

Section 7.1. Transfers or Assignment. A Member, acting alone and in its sole discretion, may transfer or assign all or any portion of such Member’s interest in the Company at any time. Upon any such assignment, the assignee shall succeed to the rights and obligations of the Member in respect of its interests in the Company so transferred and (i) upon the assignment of 100% of the outstanding interest in the Company held by a single member to one or more assignees, each such assignee shall become a Member of the Company; (ii) upon any other assignment of an interest in the Company, such assignee shall become a Member in the Company upon the consent of all Members other than the assigning Member or, if the assigning Member shall be the sole Member immediately prior to such assignment, upon the consent of such assigning Member. Notwithstanding anything to the contrary contained herein, no such transfer of Member’s interest in the Company shall operate to dissolve the Company.

ARTICLE VIII

Books, Records, Accounting, and Tax Elections

Section 8.1. Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts opened in the Company’s name. The Member(s) holding a majority of the outstanding Interest in the Company shall, acting together and in its or their sole discretion, determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.

Section 8.2. Books and Records. The Manager(s), acting alone and in his or her sole discretion, shall cause to be kept, complete and accurate books and records of the Company and supporting documentation of the transactions with respect to the conduct of the Company’s business. The books and records, if any, shall be maintained in accordance with sound accounting principles and practices. The Manager(s) shall additionally cause to be kept at the Company’s principal office the following records: (i) a current list of the full names and last known business, residence, or mailing addresses of all Members and Managers; (ii) a copy of the Certificate of Formation and all certificates of amendment; (iii) copies of the Company’s federal, state, and local income tax returns and reports, if any, for the three (3) most recent years; and (iv) a copy of the LLC Agreement, any and all amendments thereto, and any financial statements of the Company for the three (3) most recent years.

Section 8.3 Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year unless, for United States federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for United States federal income tax purposes and for accounting purposes.

Western Refining TRS II, LLC

LLC Agreement

ARTICLE IX

General Provisions

Section 9.1. Applicable Law. All questions concerning the construction, validity, and interpretation of this LLC Agreement shall be governed by the laws of the State of Texas, without regard to conflicts of law’s provisions applied in Texas.

Section 9.2. Headings. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this LLC Agreement or the intent of the provisions hereof.

Section 9.3. Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require.

Section 9.4. Separability of Provisions. Each provision of this LLC Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of the LLC Agreement which are valid.

ARTICLE X

Modification of LLC Agreement

Section 10.1. Modification of LLC Agreement. This LLC Agreement may be amended or modified only by a written instrument executed by the Member(s) holding a majority of the outstanding Interest in the Company, acting together and in its or their sole discretion. In addition, the terms or conditions hereof may be waived by a written instrument executed by the party waiving compliance.

[Remainder of Page Intentionally Left Blank]

Western Refining TRS II, LLC

LLC Agreement

IN WITNESS WHEREOF, the authorized officers of the Member have duly executed this LLC Agreement, as of the date set forth hereinabove.

MEMBER
WESTERN REFINING SOUTHWEST, INC.,
An Arizona corporation
By:	/s/ Jeff A. Stevens
	Jeff A. Stevens
	President and Chief Executive Officer
By:	/s/ Gary R. Dalke
	Gary R. Dalke
	Chief Financial Officer

Western Refining TRS II, LLC

LLC Agreement

EX-3.37

Exhibit 3.37

STATE OF ARIZONA

ACC/FAX

DATE FILED May 3, 2002

DATE APPR 5-3-2002

ARTICLES OF AMENDMENT AND RESTATMENT

OF

PHOENIX FUEL CO., INC.

Pursuant to the provisions of A.R.S. §§ 10-1006 and 10-1007, Phoenix Fuel Co., Inc. an Arizona Corporation, hereby adopts the following Amended and Restated Articles of Incorporation and certifies as follows:

FIRST: The name of the corporation is Phoenix Fuel Co., Inc.

SECOND: The Articles of Incorporation are amended and restated as set forth in Exhibit “A” attached hereto and incorporated herein by this reference.

THIRD: The Amended and Restated Articles of Incorporation contain an amendment to the Articles of Incorporation requiring shareholder approval.

FOURTH: The Amended and Restated Articles of Incorporation were adopted by the shareholder and the board of directors of the corporation on May 1, 2002, in the manner prescribed by the Arizona General Corporation Law.

FIFTH: As of the date of adopting the amendment, there were 560 shares of common stock outstanding and entitled to vote. All shares of common stock entitled to vote voted to approve the amendment, which was a sufficient number to approve the amendment.

SIXTH: The Amended and Restated Articles of Incorporation remove any reference to par value for shares of the corporation.

SEVENTH: The Amended and Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto in their entirety.

DATED: May 1, 2002.

	Phoenix Fuel Co., Inc.,
	an Arizona corporation
By:	/s/ Gary R. Dalke
	Gary R. Dalke, Vice President

Exhibit “A”

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

PHOENIX FUEL CO., INC.

I. NAME

The name of the corporation is Phoenix Fuel Co., Inc.

II. AUTHORIZED CAPITAL

The corporation shall have authority to issue 5,000 shares of Common Stock.

III. PURPOSE AND INITIAL BUSINESS

The corporation is organized for the purpose of transacting all lawful business for which corporations may be organized under the laws of the State of Arizona, as amended from time to time. The corporation initially intended to conduct in the State of Arizona the business of buying, selling, marketing, transporting and otherwise dealing in petroleum products.

IV. CURRENT BOARD OF DIRECTORS

The current Board of Directors consists of three members, who shall serve as directors until their successors are elected and qualified, and whose names and address are as follows:

Kim H. Bullerdick

Mark B. Cox

Gary R. Dalke

23733 N. Scottsdale Rd.

Scottsdale, AZ 85255

V. STATUTORY AGENT

CT Corporation System, 3225 North Central Avenue, Phoenix, Arizona 85012 is the statutory agent for the corporation for the State of Arizona.

VI. KNOWN PLACE OF BUSINESS

The street address of the corporation’s known place of business is 2343 North 27^th Avenue Phoenix, Arizona 85009.

2

VII. ELIMINATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the Arizona Revised Statutes as the same exist or may be hereafter amended, no director of the corporation shall be liable to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director. No repeal, amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or failure to act of a director of the corporation occurring prior to such repeal, amendment or modification

VIII. INDEMNIFICATION

To the fullest extent permitted by the Arizona Revised Statutes as the same exist or may be hereafter amended, the corporation shall indemnify and advance expenses to any person who incurs expenses or liabilities by reason of the fact he or she is or was an officer or director of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity. The foregoing indemnification and advancement of expenses shall be mandatory in all circumstances in which the same are permitted by law. No repeal amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any matter giving rise to indemnification and advancement of expenses occurring prior to such repeal, amendment or modification.

3

AZ CORPORATION COMMISSION

FILED

AUG 31 2007

FILE NO. 00441593

ARTICLES OF AMENDMENT

Pursuant to A.R.S. § 10-1005 and § 10-1006

1.	The name of the corporation is:
	Phoenix Fuel Co., Inc.
2.	Attached hereto as Exhibit A is the text of each .amendment adopted.
3.	x	The amendment does not provide for an exchange, reclassification or cancellation of issued shares.
4.	¨	The amendment does provide for an exchange, reclassification or cancellation of issued shares.
		(Please check either “A” or “B” below.)
	A.	Exhibit A contains provisions for implementing the exchange, reclassification or cancellation of issued shares provided for therein.
	B.	Exhibit A does not contain provisions for Implementing the exchange, reclassification or cancellation of issued shares provided for therein. Such actions will be implemented as follows:
5.	The amendment was adopted the 30th day of August, 2007.
6.	x	The amendment was adopted by the (choose one):
	A. ¨	Incorporators
		(without shareholder action and either shareholder action was not required or no shares have been issued).
	B. ¨	Board of Directors
		(without shareholder action and either shareholder action was not required or no shares have been issued).
	C. x	Shareholders
		There is (are) one voting groups eligible to vote on the amendment. The designation of voting groups entitled to vote separately on the amendment, the number of votes in each, the number of votes represented at the meeting at which the amendment was adopted and the votes cast for and against the amendment were as follows:

Arizona Corporation Commission

Corporations Division

4

The voting group consisting of 560 outstanding shares of common [class or series] stock is entitled to 560 votes. There were 560 votes present at the meeting. The voting group cast 560 votes for and -0- votes against approval of the amendment. The number of votes cast for approval of the amendment was sufficient for approval by the voting group.

ARS § 10-120F requires that changes to corporation(s) be executed by The Chairman of the Board of Director or by an officer of the corporation.

Dated this 30^th day of August , 2007

Signature: /s/ Scott Weaver                                

Title: Chief Administrative Officer

Printed Name: Scott Weaver

Arizona Corporation Commission

Corporations Division

5

EXHIBIT A

The name of the Corporation is changed to Western Refining Wholesale, Inc.

Article 1 of the Amended and Restated Articles of Incorporation of the Corporation is deleted in its entirety and the following is substituted in place thereof:

“I,

Name

The name of the corporation is Western Refining Wholesale, Inc.”

Arizona Corporation Commission

Corporations Division

6

EX-3.38

Exhibit 3.38

AMENDED BYLAWS

OF

PHOENIX FUEL CO., INC.

(As Adopted October 1, 1977)

SECTION 1

OFFICES AND CORPORATE SEAL

1.1. Principal Office. In addition to its known place of business, which shall be the office of its statutory agent, the corporation shall maintain a principal office in Maricopa County, Arizona.

1.2. Other Offices. The corporation may also maintain offices at such other place or places, either within or without the State of Arizona, as may be designated from time to time by the board of directors, where the business of the corporation may be transacted with the same effect as though done at the principal office.

1.3. Corporate Seal. A corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the corporation, but nevertheless if in any instance a corporate seal be used, the same shall, at the pleasure of the officer affixing the same, be either (a) circular in form, shall have inscribed thereon the name of the corporation, the year of its organization, and the words “Incorporated” and “Arizona,” or (b) a circle containing the words “Corporate Seal” on the circumference thereof.

SECTION 2

STOCKHOLDERS

2.1. Stockholders’ Meetings. All meetings of stockholders shall be held at such place as may be fixed from time to time by the board of directors, or in the absence of direction by the board of directors, by the president or secretary of the corporation, either within or without the State of Arizona, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2. Annual Meetings. Annual meetings of stockholders shall be held on the second Monday in January, if not a legal holiday .and if a legal holiday, then on the next secular day following, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Stockholders shall, at the annual meeting, elect a board of directors and transact such other business as properly may be brought before the meeting.

2.3. Notice of Annual Meetings. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than fifty days before the date of the meeting. Stockholders entitled to vote at the meeting shall be determined as of 4 o’clock in the afternoon on the day before notice of the meeting is sent.

2.4. List of Stockholders. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

2.5. Special Meetings of Stockholders. Special meetings of the stockholders, for any purpose or purposes, unless otherwise proscribed by statute or by the articles of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

2.6. Notice of Special Meetings. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than fifty days before the date of the meeting, to each stockholder entitled to vote at such meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Stockholders entitled to vote at the meeting shall be determined as of 4 o’clock in the afternoon on the day before notice of the meeting is sent.

2.7. Quorum and Adjournment. The holders of a majority of the stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.8. Majority Required. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power present, whether in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the articles of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

2.9. Voting. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted or acted upon after eleven months from its date, unless the proxy provides for a longer period.

No stock shall be voted at any stockholders’ meeting: (1) upon which any installment is due and unpaid until such arrears have been paid; (2) which shall have been transferred on the books of the corporation within ten (10) days next preceeding the date of such meeting; (3) which belongs to the corporation.

2.10. Action without Meeting. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth .the action so taken, shall be signed by the holders of all of the outstanding stock entitled to vote with respect to the subject matter of the action.

2.11. Waiver of Notice. Attendance of a stockholder at .a meeting shall constitute waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder may waive notice of any annual or special meeting of stockholders by executing a written waiver of notice either before or after the time of the meeting.

SECTION 3

DIRECTORS

3.1. Number. The number of directors which shall constitute the whole board shall be not fewer than three nor more than five. The directors shall be elected at the annual meeting of the stockholders, except as provided in 3.2. of this Section 3, and each director elected shall hold office until his or her successor is elected and qualifies. Directors need not be stockholders.

3.2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

3.3. Powers. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

3.4. Place of Meetings. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Arizona.

3.5. Annual Meetings. The first meeting of each newly elected board of directors shall be held immediately following the annual meeting of stockholders and in the same place as the annual meeting of stockholders, and no notice of such meetings shall be necessary to the newly elected directors in order legally to constitute the meeting, providing a quorum shall be present. In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver by all of the directors.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

3.7. Special Meetings. Special meetings of the board may be called by the president or the secretary on one day’s notice to each director, either personally or by mail or by telegram or by telephone; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

3.8. Quorum. A majority of the membership of the board of directors shall constitute a quorum and the concurrence of a majority of those present shall be sufficient to conduct the business of the board, except as may be otherwise specifically provided by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.9. Action without Meeting. Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

3.10. Waiver of Notice. Attendance of a director at a meeting shall constitute waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any director may waive notice of any annual, regular or special meeting of directors by executing a written waiver of notice either before or after the time of the meeting.

SECTION 4

OFFICERS

4.1. Designation of Titles. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose a chairman of the board, additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices, except the offices of president and secretary, may be held by the same person.

4.2. Appointment of Officers. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer, and may choose a chairman of the board, each of whom shall serve at the pleasure of the board of directors. The board of directors at any time may appoint such other officers and agents as it shall deem necessary who shall hold their offices at the pleasure of the board of directors and who shall exercise such powers and perform such duties as shall be determined from time to time by the board.

4.3. Salaries. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. The salaries of the officers or the rate by which salaries are fixed shall be set forth in the minutes of the meetings of the board of directors.

4.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the board of directors at any time.

4.5. Chairman of the Board. The chairman of the board, if one shall have been appointed and be serving, shall preside at all meetings of the board of directors and shall perform such other duties as may be from time to time assigned to him or her.

4.6. President. The president shall preside at all meetings of stockholders, and if a chairman of the board shall not have been appointed or, having been appointed, shall not be serving or be absent, the president shall preside at all meetings of the board of directors. He or she shall sign all deeds and conveyances, all contracts and agreements, and all other instruments requiring execution on behalf of the corporation, and shall act as operating and directing head of the corporation, subject to policies established by the board of directors.

4.7. Vice Presidents. There shall be as many vice presidents as shall be determined from time to time and they shall perform such duties as may be from time to time assigned to them. Any one of the vice presidents, as authorized by the board, shall have all the powers and perform all the duties of the president in case of the temporary absence of the president or in case of his or her temporary inability to act. In case of the permanent absence or inability of the president to act, the office shall be declared vacant by the board of directors and a successor chosen by the board.

4.8. Secretary. The secretary shall see that the minutes of all meetings of stockholders, of the board of directors and of any standing committees are kept. He or she shall be the custodian of the corporate seal, and shall affix it to all proper instruments when

deemed advisable by him or her. He or she shall give or cause to be given required notices of all meetings of the stockholders and of the board of directors. He or she shall have charge of all the books and records of the corporation except the books of account and in general shall perform all the duties incident to the office of the secretary of a corporation and such other duties as may be assigned to him or her.

4.9. Treasurer. The treasurer shall have general custody of all of the funds and securities of the corporation except such as may be required by law to be deposited with any state official; he or she shall see to the deposit of the funds of the corporation in such bank or banks as the board of directors may designate. Regular books of account shall be kept under his or her direction and supervision, and he or she shall render financial statements to the president, directors and stockholders at proper times. He or she shall have charge of the preparation and filing of such reports and financial statements and returns as may be required by law. He or she shall give to the corporation such fidelity bond as may be required, and the premium therefore shall be paid by the corporation as an operating expense.

4.10. Assistant Secretaries. There may be such number of assistant secretaries as the board of directors may from time to time fix, and such persons shall perform such functions as may be from time to time assigned to them. No assistant secretary shall have power or authority to collect, account for, or pay over any tax imposed by any federal, state or city government.

4.11. Assistant Treasurers. There may be such number of assistant treasurers as the board of directors may from time to time fix, and such persons shall perform such functions as may be from time to time assigned to them. No assistant treasurer shall have the power or authority to collect, account for, or pay over any tax imposed by any federal, state or city government.

SECTION 5

REPEAL, ALTERATION OR AMENDMENT

These bylaws may be repealed, altered or amended or substitute bylaws may be adopted only by the majority of board of directors at any time.

/s/ J.W. Wilhoit

J.W. Wilhoit, President

ATTEST:

/s/ T.A. Wilhoit

T.A. Wilhoit, Secretary

EX-3.39

Exhibit 3.39

State of Delaware

Secretary of State

Division of Corporations

Filed 06:00 PM 05/02/2002

020282885-3521390

CERTIFICATE OF INCORPORATION

OF

GIANT YORKTOWN HOLDING COMPANY

1. The name of the Corporation is Giant Yorktown Holding Company (the “Corporation”).

2. The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent at that address is The Corporation Trust Company.

3. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

4. The total number of shares which the Corporation will have authority to issue is 5,000 shares of common stock, par value $1.00 per share.

5. The name and mailing address of the incorporator is Alan Lundgren at 23733 N. Scottsdale Road, Scottsdale, Arizona 85255.

The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation.

6. The initial Directors of the Corporation and the addresses are as follows:

Kim H. Bullerdick

Mark B. Cox

Gary R. Dalke

23733 N. Scottsdale Road

Scottsdale, Arizona 85255

7. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors shall have the power to make, alter, amend, change, add to or repeal the bylaws of the Corporation.

8. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

9. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute.

10. A director of the Corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent

that the elimination or limitation of liability is prohibited under the DGCL as in effect when such liability is determined. No amendment or repeal of this provision shall deprive a director of the benefits hereof with respect to any act or omission occurring prior to such amendment or repeal.

11. The Corporation shall, to the fullest extent permitted by Section 145 of the DGCL, as amended from time to time, or any successor section, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation, as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust of other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actual and reasonable incurred by him in connection with such action, suit or proceeding and any appeal therefrom.

Indemnification may include payment by the corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article, which undertaking may be accepted without reference to the financial ability of such person to make such repayments.

The Corporation shall not indemnify any such person seeking indemnification in connection with a proceeding (or a part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation.

The indemnification rights provided in this Article 11 (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of heirs, executors and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees, agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article 11.

12. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under § 279 of Title 8 of the Delaware Code order a meeting of the creditors and/or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation, as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

2

13. Immediately after the filing of this Certificate of Incorporation with the Delaware Secretary of State, the undersigned incorporator shall resign and thereafter the affairs of the Corporation shall be managed by the directors named herein and their successors.

IN WITNESS WHEREOF, the undersigned incorporator has caused this Certificate of Incorporation to be duly executed as of the 1^st day of May, 2002.

By:	/s/ Alan Lundgren
	Alan Lundgren, Incorporator

3

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:09 PM 09/19/2007

Filed 02:09 PM 09/19/2007

SRV 071030666-3521390 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATION OF INCORPORATION

Giant Yorktown Holding Company, a corporation organized and existing under and by the virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors of Giant Yorktown Holding Company, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Giant Yorktown Holding Company be amended by changing the first Article thereof so that, as amended, said Article shall be and read as follows:

“1. The name of the Corporation is Western Refining Yorktown Holding Company (the “Corporation”).”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provision of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Giant Yorktown Holding Company has caused this certificate to be signed by Scott Weaver, its Chief Administrative Officer, this 17^th day of September, 2007.

GIANT YORKTOWN HOLDING COMPANY
By:	/s/ Scott Weaver
Scott Weaver, Chief Administrative Officer

EX-3.40

Exhibit 3.40

BYLAWS

OF

GIANT YORKTOWN HOLDING COMPANY

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, and State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and outside of the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or outside of the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect Directors in accordance with Section 1 of Article III of these Bylaws, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) (unless a longer period is required by law) nor more than sixty (60) days before the date of the meeting.

Section 3. Special Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation, as the same may be amended from time to time, Special Meetings of Stockholders may be called only by the Chairman of the Board, if there is one, the President, the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption) or by the owner or owners, at the time of such call for a Special Meeting, of ten percent (10%), or more, of the issued and outstanding shares of common stock of the Corporation. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten (10) (unless a longer period is required by law) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. Business transacted at all Special Meetings shall be confined to the objects stated in the call.

Section 4. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, as the same may be amended from time to time, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to

vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

Section 5. Voting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, as the same may be amended from time to time, (i) any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat, and (ii) each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 6. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 7. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 6 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 8. Election Inspectors. Prior to any meeting of the stockholders, the Board of Directors shall appoint one (1) or more inspectors who shall ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable time period a record of the disposition of any challenges made to any determination by the inspectors; certify the determination of the number of shares represented at the meeting, and the count of all votes and ballots; and perform such other duties and actions as may be requested by the Board of Directors or required by law. No such election inspector need be a stockholder of the Corporation.

Section 9. Organization and Conduct of Meetings. Each meeting of the stockholders shall be called to order and thereafter chaired by the Chairman of the Board of Directors if there is one; or, if not, or if the Chairman of the Board is absent or so requests, then by the President; or if the Chairman of the Board and the President are unavailable, such other officer of the Corporation or such stockholder as may be appointed by the Board of Directors. The Corporation’s Secretary shall act as secretary of each meeting of the stockholders; in the Secretary’s absence, the chairman of the meeting may appoint any person (whether a stockholder or not) to act as secretary for the meeting. Absent a showing of bad faith on his part, and subject to any state law restrictions or requirements, the chairman of a meeting shall, among other things, have absolute authority to fix the period of time allowed for the registration of stockholders and the filing of proxies, to determine the order of business to be conducted at such meeting and to establish reasonable rules for expediting the business of the meeting (including any informal, or question and answer portions thereof).

Section 10. Action by Written Consent. Any action required or permitted to be taken by the stockholders of the Corporation may be effected either at an Annual or Special Meeting of the stockholders of the Corporation or by unanimous written consent of the stockholders.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, who shall serve one-year terms, consisting of not less than one (1) nor more than nine (9) directors, the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office. A director shall hold office until the next Annual Meeting and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Directors of the Corporation may be removed with or without cause by the affirmative vote of a majority of the votes entitled to be cast by the holders of all the then issued and outstanding shares of common stock of the Corporation.

Section 2. Vacancies. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director.

Section 3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws, as the same may be amended from time to time, directed or required to be exercised or done by the stockholders.

Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either outside of or within the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there is one, the President or any majority of the entire Board of Directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, electronic facsimile or telegram on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, as the same may be amended from time to time, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, as the same may be amended from time to time, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, as the same may be amended from time to time, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 of this Article III shall constitute presence in person at such meeting.

Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one (1) or more committees, each committee to consist of two (2) or more of the directors of the Corporation. The Board of Directors may designate directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. The Board shall have the power at any time to change the members of any such committee, to fill vacancies and to discharge any such committee.

Section 9. Compensation. Directors shall be reimbursed by the Corporation for their reasonable out-of-pocket expenses incurred in connection with their attendance at Board meetings, and shall receive such other compensation as determined by the Board of Directors from time to time by majority vote.

Section 10. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall, at a minimum, include a President and a Secretary. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director), a Treasurer, an Executive Vice President and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws, as the same may be amended from to time. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Section 2. Election and Compensation. The Board of Directors, at its first meeting held after each Annual Meeting of Stockholders, shall elect the officers of the Corporation, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries and any bonuses or other compensation of all officers of the Corporation shall be fixed by the Board of Directors. No officer shall be prevented from receiving a salary by reason of the fact that such officer is also a director of the Corporation.

Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there is one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

Section 5. President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors, the Chairman of the Board of Directors, or the President. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws, the Chairman of the Board of Directors or by the Board of Directors.

Section 6. Vice Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there are more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there is no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there is no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there is one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or, from time to time, when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 9. Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there are any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chairman of the Board of Directors, the President, any Vice President, if there are any appointed, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 10. Assistant Treasurers. Assistant Treasurers, if there are any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chairman of the Board of Directors, the President, any Vice President, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the President or any Vice President and (ii) by the Secretary or Treasurer of the Corporation, certifying the number of shares owned by him in the Corporation.

Section 2. Signatures. Where a certificate is countersigned by (i) a transfer agent other than the Corporation or its employee, or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The President or Secretary may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefore, which shall be canceled before a new certificate shall be issued.

Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, as the same may be amended from time to time, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by electronic facsimile, telegram, telex or cable.

Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws, as the same may be amended from time to time, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the Delaware General Corporation Law the provisions of the Certificate of Incorporation, as the same may be amended from time to time, if any, may be declared by a decision of a majority of the entire Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors, in its absolute discretion, may modify or abolish any such reserve.

Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 5. Gender. All words used in any gender in these Bylaws shall extend to and include all genders.

ARTICLE VIII

INDEMNIFICATION

Section I. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Sections 3, 4 and 5 of this Article VIII, the Corporation shall indemnify, defend and hold harmless any officer or director of the Corporation (an “Actor”) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such Actor is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent (including a manager) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (each, an “Enterprise”), against all expenses (including attorneys’ fees), costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Actor in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Sections 3, 4 and 5 of this Article VIII, the Corporation shall indemnify, defend and hold harmless any Actor who is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such Actor is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent (including a manager) of another Enterprise against all expenses (including attorneys’ fees), costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Actor in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such Actor shall have been adjudged to be liable to the Corporation

unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Actor is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper.

Section 3. Advance of Expenses, Costs, Judgments. Fines, Etc. All expenses (including attorneys’ fees), costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by an Actor in connection with the defense or settlement of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any threatened or pending action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor), by reason of the fact that such Actor is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent (including a manager) of another Enterprise, shall be paid by the Corporation to or on behalf of the Actor in advance of the final disposition of such action, suit or proceeding, based on written requests for payment submitted from time to time by such Actor to the Corporation; provided that as a condition to any such advance, there shall first be delivered to the Corporation an undertaking by or on behalf of such Actor to repay the amounts advanced in accordance with Section 4 of this Article VIII. Advances under this Section 3 shall be mandatory, and no determination of the Board of Directors (including, without limitation, a determination of whether an Actor is then entitled to indemnity payments under Section 1 or 2 of this Article VIII) shall be required as a condition to such advances. Payments by the Corporation pursuant to this Section 3 of this Article VIII shall be due and payable not later than five business days following submission by an Actor of any request for payment made in accordance with the terms hereof.

Section 4. Repayment of Advances. If advances are made by the Corporation to or for the benefit of an Actor pursuant to Section 3 of this Article VIII, and if a final adjudication is made by a court of competent jurisdiction by judgment or order that such Actor was not entitled to indemnity for such amounts under Section 1 or Section 2 of this Article VIII, as the case may be, then within thirty (30) days following such adjudication, the Actor shall reimburse the Corporation for the portion of any such advances which did not qualify for indemnity, as may be directed by the court. A determination that an Actor was not entitled to indemnity under Section 1 of this Article VIII shall be based solely on a finding that the Actor failed to act in good faith or in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, in the case of any criminal action or proceeding, that the Actor had reasonable cause to believe that his conduct was unlawful. A determination that an Actor was not entitled to indemnity under Section 2 of this Article VIII shall be based solely on a finding that the Actor failed to act in good faith or in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or on a finding that the Actor was liable to the Corporation in the action or suit at issue and that in view of all of the circumstances of the case, the Actor was not fairly and reasonably entitled to indemnity. For purposes of this Article VIII, adjudication shall become final on the date on which no further appeals may be taken from such judgment, order or conviction.

Section 5. Actions by Corporation With Respect to Indemnification. If an Actor has not requested and received advances to Section 3 of this Article VII with respect to a threatened, pending or completed action, suit or proceeding, the Actor may submit a written claim for indemnification to the Corporation pursuant to this Section 5 of this Article VIII. Unless ordered by a court (and subject to the Corporation’s obligation to make advances in accordance with Section 3 of this Article VIII), indemnification pursuant to this Article VIII shall be made by the Corporation only as authorized in the

specific case, upon a determination that indemnification of the Actor is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or even if there are, and such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders. To the extent, however, that an Actor has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees), costs and other obligations or amounts actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case. Nothing in this Section 5 of this Article VIII shall be construed as a limitation on an Actor’s right to receive, or on the Corporation’s obligation to make, advances in the manner described in Section 3 of this Article VIII, and in the event of a request for such advances, the provisions of Sections 3 and 4 of this Article VIII, rather than the provisions of this Section 5 of this Article VIII, shall apply.

Section 6. Good Faith Defined. For purposes of any determination required under this Article VIII, an Actor shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another Enterprise, or on information supplied to him by the officers of the Corporation or another Enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another Enterprise or on information or records given or reports made to the Corporation or another Enterprise by an independent certified public accountant or by an appraiser or other expert selected by the Corporation or another Enterprise. The provisions of this Section 6 of this Article VIII shall not be deemed to be exclusive or to limit in any way the circumstances in which an Actor may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an Actor did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 7. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 5 of this Article VIII, and notwithstanding the absence of any determination thereunder, any Actor may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 5 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that an Actor seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 7 of this Article VIII shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the Actor seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 8. Nonexclusively of Indemnification and Advancement of Amounts. The indemnification and advancement of amounts to Actors as provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to an Actor seeking indemnification or advancement of amounts may be entitled under any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in the Actor’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the Actors specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the Delaware General Corporation Law, or otherwise.

Section 9. Insurance. The Corporation may purchase and maintain insurance on behalf of any Actor against any liability asserted against him and incurred by him in any his capacity as an officer or director of the Corporation or as a director, officer, employee or agent (including a manager) of another Entity at the request of the Corporation, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VIII.

Section 10. Survival of Indemnification and Related Obligations. The indemnification and advancement of amounts provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to an Actor who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 7 of this Article VIII), but subject in all events to the Corporation’s obligation to make advances pursuant to Section 3 of this Article VIII, the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of amounts to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

MISCELLANEOUS

Section 1. Amendment of Bylaws. Except as otherwise provided in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board of Directors; provided, however, that Notice of such alteration, amendment, repeal or adoption of new Bylaws is contained in the notice of such meeting of stockholders or Board of Directors, as the case may be. Except as otherwise provided in the Certificate of Incorporation, all such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

CERTIFICATE OF ADOPTION

The undersigned Secretary hereby certifies that the foregoing Bylaws were adopted by the Board of Directors of Giant Yorktown Holding Company pursuant to a written consent of the Board of Directors dated May 2, 2002.

s/s Kim H. Bullerdick

Kim H. Bullerdick, Secretary

EX-3.41

Exhibit 3.41

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/05/2002

020150984 -3496403

CERTIFICATE OF INCORPORATION

OF

GIANT YORKTOWN, INC.

1. The name of the Corporation is Giant Yorktown, Inc. (the “Corporation”).

2. The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.

3. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

4. The total number of shares which the Corporation will have authority to issue is 500,000 shares of common stock, par value $ l.00 per share.

5. The name and mailing address of the incorporator is Kim H. Bullerdick at 23733 N. Scottsdale Road, Scottsdale, Arizona 85255.

The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation.

6. The initial Directors of the Corporation and their addresses are as follows:

James E. Acridge

Fredric L. Holliger

Morgan M. Gust

23733 N. Scottsdale Road

Scottsdale, Arizona 85255

7. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors shall have the power to make, alter, amend, change, add to or repeal the bylaws of the Corporation.

8. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

9. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute.

10. A director of the Corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that the elimination or limitation of liability is prohibited under the DGCL as in effect when such liability is determined. No amendment or repeal of this provision shall deprive a director of the benefits hereof with respect to any act or omission occurring prior to such amendment or repeal.

11. The Corporation shall, to the fullest extent permitted by Section 145 of the DGCL, as amended from time to time, or any successor section, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action. suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding and any appeal therefrom.

Indemnification may include payment by the Corporation of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under this Article, which undertaking may be accepted without reference to the financial ability of such person to make such repayments.

The Corporation shall not indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by the Board of Directors of the Corporation.

The indemnification rights provided in this Article 11 (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise, and (ii) shall inure to the benefit of the heirs, executors and administrators of such persons. The Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article 11.

12. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class, of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under § 279 of Title 8 of the Delaware Code order a meeting of the creditors and/or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation, as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

2

13. Immediately after the filing of this Certificate of Incorporation with the Delaware Secretary of State, the undersigned incorporator shall resign and thereafter the affairs of the Corporation shall be managed by the directors named herein and their successors.

IN WITNESS WHEREOF, the undersigned incorporator has caused this Certificate of Incorporation to be duly executed as of the 5^th day of March, 2002.

/s/ Kim H. Bullerdick

Kim H. Bullerdick, Incorporator

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

Delivered 02:09 PM 09/19/2007

FILED 02:09 PM 09/19/2007

SRV 071030699 - 3496403 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATION OF INCORPORATION

Giant Yorktown, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors of Giant Yorktown, Inc., by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Giant Yorktown, Inc. be amended by changing the first Article thereof so that, as amended, said Article shall be and read as follows:

“1. The name of the corporation is Western Refining Yorktown, Inc. (the “Corporation”).”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Giant Yorktown, Inc. has caused this certificate to be signed by Scott Weaver, its Chief Administrative Officer, this 17th day of September, 2007.

GIANT YORKTOWN, INC.
By:	/s/ Scott Weaver
Scott Weaver, Chief Administrative Officer

EX-3.42

Exhibit 3.42

BYLAWS

OF

GIANT YORKTOWN, INC.

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and outside of the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or outside of the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect Directors in accordance with Section 1 of Article III of these Bylaws, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) (unless a longer period is required by law) nor more than sixty (60) days before the date of the meeting.

Section 3. Special Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation, as the same may be amended from time to time, Special Meetings of Stockholders may be called only by the Chairman of the Board, if there is one, the President, the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption) or by the owner or owners, at the time of such call for a Special Meeting, often percent (10%), or more, of the issued and outstanding shares of common stock of the Corporation. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten (10) (unless a longer period is required by law) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. Business transacted at all Special Meetings shall be confined to the objects stated in the call.

1

Section 4. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, as the same may be amended from time to time, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

Section 5. Voting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, as the same may be amended from time to time, (i) any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat, and (ii) each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 6. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 7. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 6 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 8. Election Inspectors. Prior to any meeting of the stockholders, the Board of Directors shall appoint one (1) or more inspectors who shall ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable

2

time period a record of the disposition of any challenges made to any determination by the inspectors; certify the determination of the number of shares represented at the meeting, and the count of all votes and ballots; and perform such other duties and actions as may be requested by the Board of Directors or required by law. No such election inspector need be a stockholder of the Corporation.

Section 9. Organization and Conduct of Meetings. Each meeting of the stockholders shall be called to order and thereafter chaired by the Chairman of the Board of Directors if there is one; or, if not, or if the Chairman of the Board is absent or so requests, then by the President; or if the Chairman of the Board and the President are unavailable, such other officer of the Corporation or such stockholder as may be appointed by the Board of Directors. The Corporation’s Secretary shall act as secretary of each meeting of the stockholders; in the Secretary’s absence, the chairman of the meeting may appoint any person (whether a stockholder or not) to act as secretary for the meeting. Absent a showing of bad faith on his part, and subject to any state law restrictions or requirements, the chairman of a meeting shall, among other things, have absolute authority to fix the period of time allowed for the registration of stockholders and the filing of proxies, to determine the order of business to be conducted at such meeting and to establish reasonable rules for expediting the business of the meeting (including any informal, or question and answer portions thereof).

Section 10. Action by Written Consent. Any action required or permitted to be taken by the stockholders of the Corporation may be effected either at an Annual or Special Meeting of the stockholders of the Corporation or by unanimous written consent of the stockholders.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, who shall serve one-year terms, consisting of not less than one (1) nor more than nine (9) directors, the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office. A director shall hold office until the next Annual Meeting and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Directors of the Corporation may be removed with or without cause by the affirmative vote of a majority of the votes entitled to be cast by the holders of all the then issued and outstanding shares of common stock of the Corporation.

Section 2. Vacancies. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director.

Section 3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the

3

Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws, as the same may be amended from time to time, directed or required to be exercised or done by the stockholders.

Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either outside of or within the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there is one, the President or any majority of the entire Board of Directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, electronic facsimile or telegram on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, as the same may be amended from time to time, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, as the same may be amended from time to time, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, as the same may be amended from time to time, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment through which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 of this Article III shall constitute presence in person at such meeting.

Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one (1) or more committees, each committee to consist of two (2) or more of the directors of the Corporation. The Board of Directors may designate directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof

4

present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required. The Board shall have the power at any time to change the members of any such committee, to fill vacancies and to discharge any such committee.

Section 9. Compensation. Directors shall be reimbursed by the Corporation for their reasonable out-of-pocket expenses incurred in connection with their attendance at Board meetings, and shall receive such other compensation as determined by the Board of Directors from time to time by majority vote.

Section 10. Interested Directors. No contract or transaction between the Corporation and or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall, at a minimum, include a President and a Secretary. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director), a Treasurer, an Executive Vice President and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws, as the same may be amended from to time. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

5

Section 2. Election and Compensation. The Board of Directors, at its first meeting held after each Annual Meeting of Stockholders, shall elect the officers of the Corporation, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries and any bonuses or other compensation of all officers of the Corporation shall be fixed by the Board of Directors. No officer shall be prevented from receiving a salary by reason of the fact that such officer is also a director of the Corporation.

Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there is one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

Section 5. President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors, the Chairman of the Board of Directors, or the President. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws, the Chairman of the Board of Directors or by the Board of Directors.

Section 6. Vice Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there are more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall

6

perform such other duties and has such other powers as the Board of Directors from time to time may prescribe. If there is no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there is no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there is one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case maybe.

Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or, from time to time, when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 9. Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there are any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chairman of the Board of Directors, the President, any Vice President, if there are any appointed, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

7

Section 10. Assistant Treasurers. Assistant Treasurers, if there are any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chairman of the Board of Directors, the President, any Vice President, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the President or any Vice President and (ii) by the Secretary or Treasurer of the Corporation, certifying the number of shares owned by him in the Corporation.

Section 2. Signatures. Where a certificate is countersigned by (i) a transfer agent other than the Corporation or its employee, or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The President or Secretary may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

8

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefore, which shall be canceled before a new certificate shall be issued.

Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, as the same may be amended from time to time, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by electronic facsimile, telegram, telex or cable.

Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws, as the same may be amended from time to time, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the Delaware General Corporation Law the provisions of the Certificate of Incorporation, as the same may be amended from time to time, if any, may be declared by a decision of a majority of the entire Board of Directors at any regular or special meeting, and may be paid in cash, in property, or

9

in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors, in its absolute discretion, may modify or abolish any such reserve.

Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 5. Gender. All words used in any gender in these Bylaws shall extend to and include all genders.

ARTICLE VIII

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Sections 3, 4 and 5 of this Article VIII, the Corporation shall indemnity, defend and hold harmless any officer or director of the Corporation (an “Actor”) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such Actor is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent (including a manager) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (each, an “Enterprise”), against all expenses (including attorneys’ fees), costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Actor in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Sections 3, 4 and 5 of this Article VIII, the Corporation shall indemnity, defend and hold harmless any Actor who is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such Actor is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee

10

or agent (including a manager) of another Enterprise against all expenses (including attorneys’ fees), costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Actor in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such Actor shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Actor is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper.

Section 3. Advance of Expenses, Costs, Judgments, Fines, Etc. All expenses (including attorneys’ fees), costs, judgments, fines and amounts paid in settlement actually and reasonably incurred by an Actor in connection with the defense or settlement of any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any threatened or pending action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor), by reason of the fact that such Actor is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent (including a manager) of another Enterprise, shall be paid by the Corporation to or on behalf of the Actor in advance of the final disposition of such action, suit or proceeding, based on written requests for payment submitted from time to time by such Actor to the Corporation; provided that as a condition to any such advance, there shall first be delivered to the Corporation an undertaking by or on behalf of such Actor to repay the amounts advanced in accordance with Section 4 of this Article VIII. Advances under this Section 3 shall be mandatory, and no determination of the Board of Directors (including, without limitation, a determination of whether an Actor is then entitled to indemnity payments under Section 1 or 2 of this Article VIII) shall be required as a condition to such advances. Payments by the Corporation pursuant to this Section 3 of this Article VIII shall be due and payable not later than five business days following submission by an Actor of any request for payment made in accordance with the terms hereof.

Section 4. Repayment of Advances. If advances are made by the Corporation to or for the benefit of an Actor pursuant to Section 3 of this Article VIII, and if a final adjudication is made by a court of competent jurisdiction by judgment or order that such Actor was not entitled to indemnity for such amounts under Section 1 or Section 2 of this Article VIII, as the case may be, then within thirty (30) days following such adjudication, the Actor shall reimburse the Corporation for the portion of any such advances which did not qualify for indemnity, as may be directed by the court. A determination that an Actor was not entitled to indemnity under Section 1 of this Article VIII shall be based solely on a finding that the Actor failed to act in good faith or in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, in the case of any criminal action or proceeding, that the Actor had reasonable cause to believe that his conduct was unlawful. A determination that an Actor was not entitled to indemnity under Section 2 of this Article VIII shall be based solely on a finding that the Actor failed to act in good faith or in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or on a finding that the Actor was liable to the Corporation in the action or suit at issue and that in view of all of the circumstances of the case, the Actor was not fairly and reasonably entitled to indemnity. For purposes of this Article VIII, adjudication shall become final on the date on which no further appeals may be taken from such judgment, order or conviction.

11

Section 5. Actions by Corporation With Respect to Indemnification. If an Actor has not requested and received advances to Section 3 of this Article VIII with respect to a threatened, pending or completed action, suit or proceeding, the Actor may submit a written claim for indemnification to the Corporation pursuant to this Section 5 of this Article VIII. Unless ordered by a court (and subject to the Corporation’s obligation to make advances in accordance with Section 3 of this Article VIII), indemnification pursuant to this Article VIII shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the Actor is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case maybe. Such determination shall be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or even if there are, and such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders. To the extent, however, that an Actor has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees), costs and other obligations or amounts actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case. Nothing in this Section 5 of this Article VIII shall be construed as a limitation on an Actor’s right to receive, or on the Corporation’s obligation to make, advances in the manner described in Section 3 of this Article VIII, and in the event of a request for such advances, the provisions of Sections 3 and 4 of this Article VIII, rather than the provisions of this Section 5 of this Article VIII, shall apply.

Section 6. Good Faith Defined. For purposes of any determination required under this Article VIII, an Actor shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another Enterprise, or on information supplied to him by the officers of the Corporation or another Enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another Enterprise or on information or records given or reports made to the Corporation or another Enterprise by an independent certified public accountant or by an appraiser or other expert selected by the Corporation or another Enterprise. The provisions of this Section 6 of this Article VIII shall not be deemed to be exclusive or to limit in any way the circumstances in which an Actor may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contender or its equivalent, shall not, of itself, create a presumption that an Actor did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 7. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 5 of this Article VIII, and notwithstanding the absence of any determination there under, any Actor may apply to any court of competent jurisdiction in the State of

12

Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 5 of this Article VIII nor the absence of any determination there under shall be a defense to such application or create a presumption that an Actor seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 7 of this Article VIII shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the Actor seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 8. Nonexclusively of Indemnification and Advancement of Amounts. The indemnification and advancement of amounts to Actors as provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to an Actor seeking indemnification or advancement of amounts may be entitled under any Bylaw, agreement, contract, vote of stock holders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in the Actor’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the Actors specified in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the Delaware General Corporation Law, or otherwise.

Section 9. Insurance. The Corporation may purchase and maintain insurance on behalf of any Actor against any liability asserted against him and incurred by him in any his capacity as an officer or director of the Corporation or as a director, officer, employee or agent (including a manager) of another Entity at the request of the Corporation, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VIII.

Section 10. Survival of Indemnification and Related Obligations. The indemnification and advancement of amounts provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to an Actor who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 7 of this Article VIII), but subject in all events to the Corporation’s obligation to make advances pursuant to Section 3 of this Article VIII, the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

13

Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of amounts to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

MISCELLANEOUS

Section 1. Amendment of Bylaws. Except as otherwise provided in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board of Directors; provided, however, that notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting of stockholders or Board of Directors, as the case may be. Except as otherwise provided in the Certificate of Incorporation, all such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

CERTIFICATE OF ADOPTION

The undersigned Secretary hereby certifies that the foregoing Bylaws were adopted by the Board of Directors of Giant Yorktown, Inc. on May 5, 2002.

/s/ Kim H. Bullerdick

Kim H. Bullerdick, Secretary

14

EX-3.43

Exhibit 3.43

State of Delaware

Secretary of State

Division or Corporations

Delivered 02:02 PM 05/12/2011

FILED 01:55 PM 05/12/2011

SRV 110535097 - 4981739 FILE

CERTIFICATE OF FORMATION

OF

YORK RIVER FUELS, LLC

This Certificate of Formation is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company under the Act.

1. Name. The name of the limited liability company is York River Fuels, LLC (the “Company”).

2. Registered Office; Registered Agent. The address of the registered office of the Company required to be maintained by Section 18-104 of the Act is:

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

The name and the address of the registered agent for service of process required to be maintained by Section 18-104 of the Act are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on May 12, 2011.

By:	/s/ Melissa M Buhrig
	Melissa M. Buhrig
	Assistant Secretary

EX-3.44

Exhibit 3.44

YORK RIVER FUELS, LLC

(A Delaware Limited Liability Company)

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of May 12, 2011

LIMITED LIABILITY COMPANY AGREEMENT

OF

YORK RIVER FUELS, LLC

LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of York River Fuels, LLC (the “Company”), dated as of May 12, 2011, by Western Refining Yorktown, Inc., a Delaware Corporation, as the sole member of the Company (“the Member”).

W I T N E S S E T H :

WHEREAS, the Member desires to enter into this Limited Liability Company Agreement to set forth the Member’s rights and obligations and other matters with respect to the Company.

NOW, THEREFORE, in consideration of the promises and the covenants and provisions hereinafter contained, the Member hereby adopts the following:

ARTICLE I

ORGANIZATIONAL AND OTHER MATTERS

Section 1.1 Organization; Admission. The Company was organized as a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “DLLCA”) by filing the Certificate of Formation (the “Certificate”) with the Secretary of State of the State of Delaware on May 12, 2011. The sole member of the company is Western Refining Yorktown, Inc.

Section 1.2 Name. The name of the Company is York River Fuels, LLC, and the business of the Company is conducted under such name. The Member may, in its sole discretion, change the name of the Company from time to time. In any such event, the Member shall promptly file or caused to be filed in the office of the Secretary of State of Delaware an amendment to the Certificate reflecting such change of name.

Section 1.3 Limited Liability. Except as otherwise provided by the DLLCA, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Member shall not be obligated personally for any of such debts, obligations or liabilities solely by reason of being a member.

Section 1.4 Registered Office and Agent. The address of the Company’s registered office (required by 18-104 of the DLLCA to be maintained in the State of Delaware) shall be Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 and the name of the Company’s registered agent at such address is The Corporation Trust Company. The Company’s principal place of business shall be 1250 W. Washington St., Suite 101 Tempe, AZ 85281. The Member may change such registered office, registered agent, or principal place of business from time to time. The Company may from time to time have such other place or places of business within or without the State of Delaware as may be determined by the Member.

Section 1.5 Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year unless, for United States federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for United States federal income tax purposes and for accounting purposes.

1

Section 1.6 No State-Law Partnership. The Company shall not be a partnership or a joint venture for any reason other than for United States federal income and state tax purposes, and no provision of this Agreement shall be construed otherwise.

ARTICLE II

PURPOSE AND POWERS

Section 2.1 Purpose of the Company. The purpose of the Company shall be to engage or participate in any lawful business activities in which a limited liability company formed in the State of Delaware may engage or participate.

Section 2.2 Powers of the Company. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company.

ARTICLE III

CONTRIBUTIONS

Any investment in the Company will be made 100% by the Member.

ARTICLE IV

DISTRIBUTIONS

The Member shall decide whether and in what amounts the proceeds received by the Company shall be distributed to the Member. All such proceeds distributed to the Member, if any, shall be distributed in proportion to the Member’s funding contribution as provided above.

ARTICLE V

MANAGEMENT OF THE COMPANY

Section 5.1 Member-Managed. The management of the business and affairs of the Company shall be reserved to the Member, which shall have the power to do any and all acts necessary or convenient for the furtherance of the purpose of the Company described in this Agreement, including all powers, statutory or otherwise, possessed by members of a limited liability company under the DLLCA.

Section 5.2 Officers.

(a) Authority to Appoint. The Member may appoint, and remove with or without cause, such officers of the Company as the Member from time to time may determine, in its sole and absolute discretion to manage and control the business and affairs of the Company. Such officers need not be members, and shall have such duties, powers, responsibilities and authority as from time to time may be authorized by the Member.

2

(b) Term. Subject to any express term of any written agreement between the Company and any officer approved by the Member in writing, any officer so appointed by the Member shall serve in the capacity so appointed until (i) removed with or without cause by the Member, (ii) such officer’s successor shall be duly elected and appointed by the Member or (iii) such officer’s death, disability or resignation.

(c) Titles. To the extent appointed by the Member, the officers of the Company may be a Chief Executive Officer, a President, a Secretary, one or more Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice President), a Treasurer and such other officers as the Member may from time to time elect or appoint. Any number of offices may be held by the same person.

(d) Salaries. Subject to any express terms of any written agreement between the Company and any officer approved by the Member in writing, the salaries or other compensation of the officers and agents of the Company shall be fixed from time to time by the Member.

(e) Vacancies. Any vacancy occurring in any office of the Company may be filled by the Member.

(f) Powers and Duties of the Chief Executive Officer. The President shall be the Chief Executive Officer of the Company unless the Member designates otherwise. Subject to the control of the Member, the Chief Executive Officer shall have general executive charge, management and control of the properties, business and operations of the Company with all such powers as may be reasonably incident to such responsibilities; he or she may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Company and may sign all certificates for membership interests of the Company; and shall have such other powers and duties as from time to time may be designated in this Agreement or assigned to him or her by the Member.

(g) Powers and Duties of the President. Subject to the control of the Chief Executive Officer and the Member, the President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Company; and, he or she shall have such other powers and duties as from time to time may be designated in this Agreement or assigned to him or her by the Member.

(h) Powers and Duties of the Vice Presidents. In the absence of the President, or in the event of his inability or refusal to act, a Vice President designated by the Member shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President, subject to the control of the Chief Executive Officer and the Member. In the absence of a designation by the Member of a Vice President to perform the duties of the President, or in the event of his or her absence or inability or refusal to act, the Vice President who is present and who is senior in terms of time as a Vice President of the Company shall so act, subject to the control of the Chief Executive Officer and the Member. The Vice Presidents shall have such other powers and duties as from time to time may be designated in this Agreement or assigned to him or her by the Member.

3

(i) Powers and Duties of the Chief Financial Officer. The Chief Financial Officer, if any, shall have responsibility for the general executive charge, management and control of the financial affairs and business of the Company and, jointly with the Treasurer (if one shall be appointed), shall have custody and control of all the funds and securities of the Company, and he or she shall have such other powers and duties as from time to time may be designated in this Agreement or assigned to him or her by the Member. He or she shall perform all acts incident to the position of Chief Financial Officer, subject to the control of the Chief Executive Officer and the Member; and he or she shall, if required by the Member, give such bond for the faithful discharge of his duties in such form as the Member may require.

(j) Powers and Duties of the Chief Accounting Officer. The Chief Accounting Officer, if any, shall have responsibility for the operations of the Company, and shall have such other powers and duties as from time to time may be designated in this Agreement or assigned to him or her by the Member. He or she shall perform all acts incident to the position of Chief Accounting Officer, subject to the control of the Chief Executive Officer and the Member; and he or she shall, if required by the Member, give such bond for the faithful discharge of his duties in such form as the Member may require.

(k) Powers and Duties of the Treasurer. The Treasurer, if any, jointly with the Chief Financial Officer (if one shall be appointed), shall have responsibility for the custody and control of all the funds and securities of the Company, and he or she shall have such other powers and duties as from time to time may be designated in this Agreement or assigned to him or her by the Member. He or she shall perform all acts incident to the position of Treasurer, subject to the control of the Chief Executive Officer and the Member; and he or she shall, if required by the Member, give such bond for the faithful discharge of his or her duties in such form as the Member may require.

(l) Powers and Duties of the Assistant Treasurers. Each Assistant Treasurer, if any, shall have the usual powers and duties pertaining to his office, together with such other powers and duties as from time to time may be designated in this Agreement or assigned to him or her by the Chief Executive Officer or the Member. Subject to the control of the Chief Executive Officer and the Member, the Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability or refusal to act.

(m) Powers and Duties of the Secretary. The Secretary shall keep the minutes of all actions or consents by the Member, in books provided for that purpose; he or she shall attend to the giving and serving of all notices; he or she may in the name of the Company affix the seal of the Company (if any) to all contracts of the Company and attest the affixation of the seal of the Company thereto; he or she may sign with the other appointed officers all certificates for membership interests of the Company; he or she shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Member may direct, all of which shall at all reasonable times be open to inspection of any Member upon application at the office of the Company during business hours; he or she shall have such other powers and duties as designated in this Agreement and as from time to time may be designated in this Agreement or assigned to him or her by the Member; and he or she shall in general perform all acts incident to the office of Secretary, subject to the control of the Chief Executive Officer and the Member.

4

(n) Powers and Duties of the Assistant Secretaries. Each Assistant Secretary, if any, shall have the usual powers and duties pertaining to his or her office, together with such other powers and duties as from time to time may be designated in this Agreement or assigned to him or her by the Chief Executive Officer or the Member. Subject to the control of the Chief Executive Officer and the Member, the Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability or refusal to act.

(o) Delegation of Authority. In the case of the absence of any officer of the Company or for any other reason, the Chief Executive Officer, the President (if any) or the Member may delegate some or all of such officer’s powers or duties to any other officer or to any director, employee, shareholder or agent.

Section 5.3 Action with Respect to Securities of Other Entities. Unless otherwise directed by the Member, the Chief Executive Officer, the President, the Chief Financial Officer (if any), the Chief Accounting Officer (if any) and any Senior Vice President shall have power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of holders of voting securities or interests held by the Company of or with respect to any action of holders of voting securities or interests of any other corporation or other entity in which the Company may hold securities and otherwise to exercise any and all rights and powers which this Company may possess by reason of its ownership of voting securities or interest in such other corporation or other entity.

(a) Other Activities. Neither this Agreement nor any principle of law or equity shall preclude or limit, in any respect, the right of the Member to engage in or derive profit or compensation from any other activities or investments.

ARTICLE VI

INDEMNITY AND INSURANCE

Section 6.1 Subject to Section 3 of this Article VI, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including an action by or in the right of the Company, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was a member or officer of the Company or is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against reasonable expenses (including but not limited to expenses of investigation and preparation and fees or disbursements of counsel, accountants or other experts), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

5

Section 6.2 Notwithstanding anything herein to the contrary, in any action by or in the right of the Company, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 6.3 Any indemnification authorized under this Article VI (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon determination that the indemnification of the present or former member or officer is proper because such person has met the applicable standard of conduct set forth in this Article VI. Such determination shall be made by the Member. To the extent, however, that a member or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in such case.

Section 6.4 Expenses incurred by a member or officer in defending or investigating a threatened or pending action, suit or proceeding may be required by the Member to be paid (upon such terms and conditions, if any, the Member deems appropriate) by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such member or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article VI.

Section 6.5 The indemnification and advancement of expenses provided for in this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract or pursuant to the direction of any court of competent jurisdiction, nor shall this section be deemed to preclude the indemnification of any person who is not specified in this Article VI but whom the Company has the power or obligation to indemnify under the provisions of applicable laws of the State of Delaware, or otherwise.

Section 6.6 The Company shall have the power to purchase and maintain insurance on behalf of any person who is or was a member, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her or incurred by him or her in any capacity arising out of his or her status, whether or not the Company would have the power to indemnify him or her against liability hereunder.

ARTICLE VII

ASSIGNMENT OF MEMBERSHIP INTERESTS

The Member may assign all or any portion of such Member’s interest in the Company at any time. Upon any such assignment, the assignee shall succeed to the rights and obligations of

6

the Member in respect of its interests in the Company so transferred and (i) upon the assignment of 100% of the outstanding interest in the Company held by a single member to one or more assignees, each such assignee shall become a member of the Company; (ii) upon any other assignment of an interest in the Company, such assignee shall become a member in the Company upon the consent of all members other than the assigning member or, if the assigning member shall be the sole member immediately prior to such assignment, upon the consent of such assigning member. Notwithstanding anything to the contrary contained herein, no such transfer of a member’s interest in the Company shall operate to dissolve the Company.

ARTICLE VIII

RESIGNATION

No member may resign from the Company except (i) with the prior written consent of all other members or (ii) upon an assignment by a member of its interest in the Company pursuant to clause (i) of the second sentence of Article VII, in which case such member may resign at any time upon or after the effectiveness of such assignment.

ARTICLE IX

DISSOLUTION AND LIQUIDATION

Section 9.1 Dissolution. The Company shall be dissolved upon the occurrence of any dissolution event specified in the DLLCA; provided, that notwithstanding the foregoing, the Company shall not dissolve upon the occurrence of any of the events described in Section 18-801 (a)(4) of the DLLCA (including, without limitation, the death or bankruptcy of the Member).

Section 9.2 Effect of Dissolution. Upon dissolution, the Company shall cease carrying on its business but shall not terminate until the winding up of the affairs of the Company is completed, the assets of the Company shall have been distributed as provided below and a Certificate of Cancellation of the Company under the DLLCA have been filed in the office of the Secretary of State of the State of Delaware.

Section 9.3 Liquidation Upon Dissolution. Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Member, which shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority:

(a) first, to the creditors of the Company, including creditors who are members, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and

(b) thereafter, to the Member.

7

Section 9.4 Winding Up and Certificate of Cancellation. The winding up of the Company shall be completed when all of its debts, liabilities, and obligations have been paid and discharged or reasonably adequate provision therefore has been made, and all of the remaining property and assets of the Company have been distributed to the Member. Upon the completion of the winding up of the Company, a Certificate of Cancellation of the Company shall be filed in the office of the Secretary of State of the State of Delaware.

ARTICLE X

AMENDMENT

This Agreement may be amended or modified only by a written instrument executed by the members holding a majority of the outstanding interest in the Company. In addition, the terms or conditions hereof may be waived by a written instrument executed by the party waiving compliance.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

8

IN WITNESS WHEREOF, the undersigned has entered into this Agreement as of the date first written above.

WESTERN REFINING YORKTOWN, INC.
By:	/s/ Mark J. Smith
Name:	Mark J. Smith
Title:	Executive Vice President

SIGNATURE PAGE

LIMITED LIABILITY COMPANY AGREEMENT

YORK RIVER FUELS, LLC

EX-5.1

Exhibit 5.1

		New York Menlo Park Washington DC São Paulo London	Paris Madrid Tokyo Beijing Hong Kong
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017	212 450 4000 tel 212 701 5800 fax

June 14, 2013

Western Refining, Inc.

123 West Mills Avenue, Suite 200

El Paso, Texas 79901

Ladies and Gentlemen:

We have acted as special counsel to Western Refining, Inc., a Delaware corporation (the “Company”), and each of the subsidiaries of the Company listed on Schedule I hereto (the “Guarantors”) in connection with the Company’s offer (the “Exchange Offer”) to exchange up to $350,000,000 aggregate principal amount of its 6.25% Senior Notes due 2021 (the “New Securities”) for any and all of its outstanding 6.25% Senior Notes due 2021 (the “Old Securities”) pursuant to a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission on the date hereof. The Old Securities were issued and the New Securities are to be issued under the indenture dated as of March 25, 2013 (the “Indenture”) between the Company, the Guarantors and U.S. Bank National Association, as Trustee (the “Trustee”). The New Securities will be guaranteed by each of the Guarantors pursuant to the terms of the Indenture (the “New Guarantees”).

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company and the Guarantors that we reviewed were and are accurate and (vi) all representations made by the Company and the Guarantors as to matters of fact in the documents that we reviewed were and are accurate.

Based on the foregoing, and subject to the additional assumptions and qualifications set forth below, we are of the opinion that the New Securities, when executed, authenticated and delivered in exchange for the Old Securities in accordance with the terms of the Indenture and the Exchange Offer, will constitute valid and binding obligations of the Company, and each of the New Guarantees thereof by each respective Guarantor will constitute valid and binding

obligations of such Guarantor, in each case enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (x) the enforceability of any waiver of rights under any usury or stay law, (y) (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) any provision of the Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of any Guarantor’s obligation and (z) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.

In connection with the opinions expressed above, we have assumed that (i) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded; (ii) the Indenture is a valid, binding and enforceable agreement of each party thereto (other than as expressly covered above in respect of the Company and each of the Guarantors); and (iii) there shall not have occurred any change in law affecting the validity or enforceability of any of the New Securities or the New Guarantees.

We are members of the Bars of the States of New York and California and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America, the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware, the Revised Uniform Limited Partnership Act of the State of Delaware and the California Corporations Code. Insofar as the foregoing opinion involves matters governed by the laws of Arizona, Texas and New Mexico, we have relied, without independent inquiry or investigation, on the opinions of Snell & Wilmer L.L.P. (with respect to the laws of Arizona), Vinson & Elkins L.L.P. (with respect to the laws of Texas), Montgomery & Andrews, P.A. (with respect to the laws of New Mexico), respectively, each filed with the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement relating to the Exchange Offer and further consent to the reference to our name under the caption “Validity of Securities” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

2

Schedule I

Ascarate Group LLC	Delaware
Ciniza Production Company	New Mexico
Dial Oil Co.	New Mexico
Empire Oil Co.	California
Giant Four Corners, Inc.	Arizona
Giant Industries, Inc.	Delaware
Giant Stop-N-Go Of New Mexico, Inc.	New Mexico
San Juan Refining Company	New Mexico
Western Refining Company, L.P.	Delaware
Western Refining GP, LLC	Delaware
Western Refining LP, LLC	Delaware
Western Refining Pipeline Company	New Mexico
Western Refining Southwest, Inc.	Arizona
Western Refining Terminals, Inc.	Arizona
Western Refining Wholesale, Inc.	Arizona
Western Refining Yorktown Holding Company	Delaware
Western Refining Yorktown, Inc.	Delaware
Western Refining TRS I, LLC	Texas
Western Refining TRS II, LLC	Texas
Western Refining Texas Retail Services, LLC	Texas
York River Fuels, LLC	Delaware

3

EX-5.2

Exhibit 5.2

June 14, 2013

Western Refining, Inc.

123 West Mills Avenue, Suite 200

El Paso, Texas 79901

Re: Registration Statement on Form S-4 Relating to $350,000,000 Aggregate Principal Amount of 6.25% Senior Notes

Ladies and Gentlemen:

We have acted as special Arizona counsel to each of the entities listed on Schedule A attached hereto, each an Arizona corporation (collectively, the “Arizona Guarantors”), in connection with that certain registration statement on Form S-4 (the “Registration Statement”) filed by Western Refining, Inc., a Delaware corporation (the “Company”), and certain subsidiaries of the Company, including the Arizona Guarantors, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of the Company’s 6.25% Senior Notes due 2021 (the “Exchange Notes”) and the guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by each of the entities listed in the Registration Statement as guarantors (the “Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange in the exchange offer (the “Exchange Offer”) up to $350,000,000 aggregate principal amount of Exchange Notes for a like principal amount of its outstanding 6.25% Senior Notes due 2021 (the “Old Notes”), which have not been registered under the Act, and to exchange the Exchange Note Guarantees for the existing guarantees as to the payment of principal and interest on the Old Notes by the Guarantors. The Exchange Notes and the Exchange Note Guarantees will be registered under the Act as set forth in the Registration Statement and will be issued pursuant to the provisions of the Indenture, dated as of March 25, 2013 (as amended and supplemented, the “Indenture”), among the Company, as issuer, the Guarantors (including the Arizona Guarantors) and U.S. Bank National Association, as trustee (the “Trustee”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. This opinion letter is limited to the matters expressly stated herein, and no opinions are to be inferred or may be implied beyond the opinions expressly so stated.

A. Documents Examined

In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Indenture, including the form of the Exchange Note Guarantees (collectively, the “Note Indenture”);

2. A specimen form of the Exchange Notes;

3. The articles of incorporation of each Arizona Guarantor, as presently in effect;

4. The bylaws of each Arizona Guarantor, as presently in effect; and

5. Certain resolutions adopted by the board of directors of each Arizona Guarantor relating to the Exchange Offer, the Registration Statement and related matters.

The documents referenced in items (1) and (2) above, inclusive, are hereinafter collectively referred to as the “Opinion Documents.” We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Arizona Guarantors, certificates of public officials, certificates of officers or representative of the Arizona Guarantors and others, and such other documents, certificates and records as we have deemed necessary or appropriate to form the basis for the opinions set forth herein.

B. Opinions

Based upon and subject to the foregoing and the qualifications, assumptions and limitations set forth herein, we are of the opinion that:

1. Each Arizona Guarantor is a corporation validly existing and in good standing under the laws of the State of Arizona.

2. Each Arizona Guarantor has the requisite corporate power and corporate authority to enter into and carry out the terms and conditions applicable to it under the Note Indenture.

3. The execution, delivery and performance of the Note Indenture has been duly authorized by all requisite corporate action on the part of each Arizona Guarantor.

4. The Note Indenture has been duly executed and delivered by each Arizona Guarantor.

5. The execution and delivery of the Note Indenture by each Arizona Guarantor does not, and the issuance of the Exchange Note Guarantees and the consummation of the transactions contemplated thereby by each Arizona Guarantor will not (i) violate the articles of incorporation or bylaws of such Arizona Guarantor, or (ii) violate any statute or regulation of the State of Arizona, that in our experience, is generally applicable to transactions of this type.

2

C. Assumptions

For purposes of the opinions expressed above, we have relied, without investigation or independent verification, on each of the following assumptions: (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii) the legal competency and capacity of natural persons, (iv) the genuineness of all signatures, (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of the Opinion Documents, respectively, by the Arizona Guarantors, as the case may be) and (vi) as to factual matters, the truthfulness of the representations and statements included in the Opinion Documents and in the certificates of public officials and officers and representatives of the Arizona Guarantors.

D. Qualifications and Limitations

The opinions set forth above are subject to the following qualifications and limitations:

1. We express no opinion as to matters governed by the laws of any jurisdiction other than the laws of the State of Arizona.

2. This opinion letter speaks only as of the date hereof, and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

4. We express no opinion as to the validity or enforceability of the obligations of the Company or the Guarantors as set forth in the Opinion Documents.

This opinion letter is furnished to you for your benefit in connection with the filing of the Registration Statement. Notwithstanding the foregoing, the law firm of Davis Polk & Wardwell LLP may rely upon this opinion letter in connection with the opinion letter to be filed by such firm with respect to the Registration Statement.

We hereby consent to the filing of this opinion letter with the Commission in connection with the filing of the Registration Statement referred to above and further consent to the reference to our name under the caption “Validity of Securities” in the Prospectus which is a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission issued thereunder.

Very truly yours,

            /s/ Snell & Wilmer L.L.P.

3

SCHEDULE A

ARIZONA GUARANTORS

1. Giant Four Corners, Inc., an Arizona corporation

2. Western Refining Southwest, Inc., an Arizona corporation

3. Western Refining Terminals, Inc., an Arizona corporation

4. Western Refining Wholesale, Inc., an Arizona corporation

4

EX-5.3

Exhibit 5.3

June 14, 2013

Western Refining, Inc.

123 West Mills Avenue, Suite 200

El Paso, Texas 79901

Re: Registration Statement on Form S-4 Relating to

    $350,000,000 Aggregate Principal Amount of

    6.25% Senior Notes

Ladies and Gentlemen:

We have acted as special Texas counsel to each of the entities listed on Schedule A attached hereto, each a Texas limited liability company (collectively, the “Texas Guarantors”), in connection with that certain registration statement on Form S-4 (the “Registration Statement”) filed by Western Refining, Inc., a Delaware corporation (the “Company”), and certain subsidiaries of the Company, including the Texas Guarantors, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of the Company’s 6.25% Senior Notes due 2021 (the “Exchange Notes”) and the guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by each of the entities listed in the Registration Statement as Guarantors (the “Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange in the exchange offer (the “Exchange Offer”) up to $350,000,000 aggregate principal amount of Exchange Notes for a like principal amount of its outstanding 6.25% Senior Notes due 2021 (the “Old Notes”), which have not been registered under the Act, and to exchange the Exchange Note Guarantees for the existing guarantees as to the payment of principal and interest on the Old Notes by the Guarantors. The Exchange Notes and the Exchange Note Guarantees will be registered under the Act as set forth in the Registration Statement and will be issued pursuant to the provisions of an Indenture, dated as of March 25, 2013 (as amended and supplemented, the “Indenture”), among the Company, as issuer, the Guarantors (including the Texas Guarantors) and U.S. Bank National Association, as trustee (the “Trustee”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. This opinion letter is limited to the matters expressly stated herein, and no opinions are to be inferred or may be implied beyond the opinions expressly so stated.

In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Indenture, including the form of the Exchange Note Guarantees (collectively, the “Note Indenture”);

2. A specimen form of the Exchange Notes;

3. The certificate of formation of each of the Texas Guarantors, as presently in effect;

4. The limited liability company agreement of the applicable Texas Guarantor, as presently in effect; and

5. Certain resolutions adopted by managers of the applicable Texas Guarantor relating to the Exchange Offer, the Registration Statement and related matters.

Vinson & Elkins LLP Attorneys at Law Abu Dhabi   Austin   Beijing   Dallas   Dubai   Hong Kong   Houston   London   Moscow New York   Palo Alto   Riyadh   San Francisco   Shanghai   Tokyo   Washington 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com.

June 14, 2013 Page 2

The documents referenced in items (1) and (2) above, inclusive, are hereinafter collectively referred to as the “Opinion Documents.” We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Texas Guarantors, certificates of public officials, certificates of officers or representative of the Texas Guarantors and others, and such other documents, certificates and records as we have deemed necessary or appropriate to form the basis for the opinions set forth herein.

For purposes of the opinions expressed below, we have relied, without investigation or independent verification, on each of the following assumptions: (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of all signatures, (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of the Opinion Documents, respectively, by the Texas Guarantors, as the case may be), and (vi) as to factual matters, the truthfulness, completeness and accuracy of the representations and statements included in the Opinion Documents and in the certificates of public officials and officers and representatives of the Texas Guarantors.

Based upon and subject to the foregoing and the qualifications, assumptions and limitations set forth herein, we are of the opinion that:

1. Each Texas Guarantor is a Texas limited liability company that is validly existing and in good standing under the laws of the State of Texas.

2. Each Texas Guarantor has all necessary limited liability company power and authority to enter into and perform its obligations under the Note Indenture.

3. The execution, delivery and performance of the Note Indenture has been duly authorized by all necessary limited liability company action on the part of each Texas Guarantor.

4. The Note Indenture has been duly executed and delivered by each Texas Guarantor.

5. The execution and delivery of the Note Indenture by each of the Texas Guarantors, as applicable, does not, and the performance of the Note Indenture by each of the Texas Guarantors, as applicable, will not (i) violate the certificate of formation or limited liability company agreement of the applicable Texas Guarantor, or (ii) result in any violation of any applicable laws of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority of Texas having jurisdiction over such Texas Guarantor or any of its properties, as applicable to such Texas Guarantor.

We express no opinion as to matters governed by the laws of any jurisdiction other than the laws of the State of Texas. References in our opinions to “applicable laws” mean those laws, rules and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the Opinion Documents, without our having made any special investigation as to the applicability of any specific law, rule or regulations, and further, such references do not include any municipal or other local laws, rules or regulations, or any antifraud, environmental, labor, licensing, securities, tax, insurance or antitrust, laws, rules or regulations. With respect to the opinions expressed in paragraph 1 above as to the good standing as a limited liability company of each of the Texas Guarantors, we have based such opinions solely on (i) a Certificate of Fact dated as of June 14, 2013 issued by the Texas Secretary of State as to the existence of each of the Texas Guarantors in Texas, and (ii) a statement of Franchise Tax Account Status dated as of June 14, 2013 obtained through the website of the Office of the Comptroller of Public Accounts of Texas, which statement indicates that, as of the date thereof, the applicable Texas Guarantor’s right to transact business in Texas is “active”.

This opinion letter speaks only as of the date hereof, and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

June 14, 2013 Page 3

This opinion letter is furnished to you for your benefit in connection with the filing of the Registration Statement. Notwithstanding the foregoing, the law firm of Davis Polk & Wardwell LLP may rely upon this opinion letter in connection with the opinion letter to be filed by such firm with respect to the Registration Statement.

We hereby consent to the filing of this opinion letter with the Commission in connection with the filing of the Registration Statement referred to above and further consent to the reference to our name under the caption “Validity of Securities” in the Prospectus which is a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission issued thereunder.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

June 14, 2013 Page 4

SCHEDULE A

TEXAS GUARANTORS

        Name

Western Refining TRS II, LLC, a Texas limited liability company

Western Refining TRS I, LLC, a Texas limited liability company

Western Refining Texas Retail Services, LLC, a Texas limited liability company

EX-5.4

Exhibit 5.4

SUZANNE C. ODOM

Direct:     (505) 986-2659

Email:     sco@montand.com

Reply To: Santa Fe Office

www.montand.com

June 14, 2013

Western Refining, Inc.

123 West Mills Avenue, Suite 200

El Paso, Texas 79901

Re: Registration Statement on Form S-4 Relating to $350,000,000 Aggregate Principal Amount of 6.25% Senior Notes

Ladies and Gentlemen:

We have acted as special New Mexico counsel to each of the entities listed on Schedule A attached hereto, each a New Mexico corporation (collectively, the “New Mexico Guarantors”), in connection with that certain registration statement on Form S-4 (the “Registration Statement”) filed by Western Refining, Inc., a Delaware corporation (the “Company”), and certain subsidiaries of the Company, including the New Mexico Guarantors, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of the Company’s 6.25% Senior Notes due 2021 (the “Exchange Notes”) and the guarantees as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Guarantees”) by each of the entities listed in the Registration Statement as Guarantors (the “Guarantors”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange in the exchange offer (the “Exchange Offer”) up to $350,000,000 aggregate principal amount of Exchange Notes for a like principal amount of its outstanding 6.25% Senior Notes due 2021 (the “Old Notes”), which have not been registered under the Act, and to exchange the Exchange Note Guarantees for the existing guarantees as to the payment of principal and interest on the Old Notes by the Guarantors. The Exchange Notes and the Exchange Note Guarantees will be registered under the Act as set forth in the Registration Statement and will be issued pursuant to the provisions of an Indenture, dated as of March 25, 2013 (as amended and supplemented, the “Indenture”), among the Company, as issuer, the Guarantors (including the New Mexico Guarantors) and U.S. Bank National Association, as trustee (the “Trustee”).

Western Refining, Inc.

June 14, 2013

Page 2 of 6

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. This opinion letter is limited to the matters expressly stated herein, and no opinions are to be inferred or may be implied beyond the opinions expressly so stated.

In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Indenture, including the form of the Exchange Note Guarantees (collectively, the “Note Indenture”);

2. A specimen form of the Exchange Notes;

3. The certificate of formation of each of the New Mexico Guarantors, as presently in effect;

4. The Bylaws of the applicable New Mexico Guarantors, as presently in effect; and

5. Certain resolutions adopted by the board of directors or shareholders, as applicable, of the applicable New Mexico Guarantors relating to the Exchange Offer, the Registration Statement and related matter (the “Consents”).

The documents referenced in items (1) and (2) above, inclusive, are hereinafter collectively referred to as the “Opinion Documents.” The documents referenced in items (3) and (4) above, inclusive, are hereinafter referred to as the “Organizational Documents.” We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the New Mexico Guarantors, certificates of public officials, certificates of officers or representative of the New Mexico Guarantors and others, and such other documents, certificates and records as we have deemed necessary or appropriate to form the basis for the opinions set forth herein.

For purposes of the opinions expressed below, we have relied, without investigation or independent verification, on each of the following assumptions: (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or scanned copies and the authenticity, completeness and accuracy of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of all signatures, (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of the Opinion Documents, respectively, by the New Mexico Guarantors, as the case may be), and (vi) as to factual matters, the truthfulness of the representations and statements included in the Opinion Documents and in the certificates of public officials and officers and representatives of the New Mexico Guarantors.

Western Refining, Inc.

June 14, 2013

Page 3 of 6

Based upon and subject to the foregoing and the qualifications, assumptions and limitations set forth herein, we are of the opinion that:

1. Each of the New Mexico Guarantors is a New Mexico corporation that is validly existing and in good standing under the laws of the State of New Mexico.

2. Each New Mexico Guarantor has the entity power and authority to enter into and perform its obligations under the Note Indenture.

3. The execution, delivery and performance of the Note Indenture has been duly authorized by all necessary entity action on the part of each New Mexico Guarantor.

4. The Note Indenture has been duly executed and delivered by each New Mexico Guarantor.

5. The execution and delivery of the Note Indenture by each of the New Mexico Guarantors, as applicable, does not, and the performance of the Note Indenture by each of the New Mexico Guarantors, as applicable, will not (i) violate the certificate of formation or Bylaws of the respective New Mexico Guarantors, or (ii) violate any applicable New Mexico statute, regulation or law.

We express no opinion as to matters governed by the laws of any jurisdiction other than the laws of the State of New Mexico.

Further Assumptions. In rendering the foregoing opinions, we have relied, without investigation, upon the following additional assumptions:

A. Each New Mexico Guarantor is organized solely under the law of the State of New Mexico.

B. Adequate consideration exists for the Opinion Documents.

C. There has been no mutual mistake of fact or misunderstanding, fraud, duress or undue influence.

D. The Opinion Documents fully and accurately reflect all of the intended agreements between the parties.

We have no actual knowledge that the foregoing assumptions are false. We have no actual knowledge that, under the circumstances, would make our reliance on the foregoing

Western Refining, Inc.

June 14, 2013

Page 4 of 6

assumptions unreasonable. As used herein, the phrase “actual knowledge” means the conscious awareness of facts or other information by the Primary Lawyer and Primary Law Group at Montgomery & Andrews, P.A. without independent investigation. “Primary Lawyer” means: (i) The lawyer at Montgomery & Andrews, P.A. (the “Law Firm”) who signs this Opinion Letter; and (ii) Any lawyer in the Law Firm who has active involvement in negotiating the Opinion Documents, preparing the Opinion Documents or preparing this Opinion Letter. “Primary Law Group” refers to all of the Primary Lawyers when there are more than one.

Qualifications. The foregoing opinions are subject to the following qualifications and limitations:

1. The foregoing opinions are limited to Applicable Laws of the State of New Mexico in effect on the date hereof as they presently apply and include no implied opinions. Except to the extent that the information constitutes a statement, directly or in practical effect, of any legal conclusion at issue, we have relied, without investigation or analysis, upon the information contained in representations made by the parties in the Opinion Documents and on information provided to us by representatives of the New Mexico Guarantors in certificates of officers of the New Mexico Guarantors.

As used herein, “Applicable Laws” means those laws, rules and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the Opinion Documents, without our having made any special investigation as to the applicability of any specific law, rule or regulation, and which are not the subject of a specific opinion herein referring expressly to a particular law or laws; provided that the term “Applicable Laws” does not include:

a. any municipal or other local law, rule or regulation, or any other law, rule or regulation relating to (i) pollution or protection of the environment, (ii) zoning, land use, building or construction codes or guidelines or any other municipal or local laws, (iii) labor, employee rights and benefits, or (iv) occupational safety and health;

b. antitrust laws or other laws regulating competition;

c. antifraud laws;

d. tax laws, rules or regulations;

e. licensing and other laws pertaining to sale and dispensing of alcoholic beverages;

f. United States federal or state securities or blue sky laws, rules or regulations;

Western Refining, Inc.

June 14, 2013

Page 5 of 6

g. bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws;

h. the Federal Power Act, as amended, the Natural Gas Act, as amended, the rules and regulations promulgated under either such act, or any other utility, energy or pipeline regulatory law, rule, or regulation (including, without limitation, any rules or regulations issued, administered or promulgated by the Federal Energy Regulatory Commission);

i. the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;

j. any law, rule or regulation that may be applicable to any New Mexico Guarantor by virtue of the particular nature of the business conducted by, or the regulatory status of, any New Mexico Guarantor or any of its affiliates;

k. any law, rule or regulation that may be applicable to any New Mexico Guarantor as a result of the involvement of any of the other parties to the Opinion Documents with the transactions contemplated by the Opinion Documents or because of any facts specifically pertaining to any such other parties or because of the legal or regulatory status or the nature of the business of any such other parties; and

l. any interpretation of United States Federal Law by any court or agency (or any division thereof) that does not have explicit jurisdiction over the State of New Mexico.

2. Our opinion in paragraph 1 above is based solely on our review of the Organizational Documents and certificates of good standing issued by the New Mexico Public Regulation Commission as to each of the New Mexico Guarantors.

3. Our opinion in paragraphs 2, 3 and 5(i) above are based solely on our review of the Organizational Documents, the Consents and certificates of officers of the New Mexico Guarantors.

4. Our opinions are subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights of creditors generally, and general principles of equity.

This opinion letter speaks only as of the date hereof, and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

Western Refining, Inc.

June 14, 2013

Page 6 of 6

This opinion letter is furnished to you for your benefit in connection with the filing of the Registration Statement. Notwithstanding the foregoing, the law firm of Davis Polk & Wardwell LLP may rely upon this opinion letter in connection with the opinion letter to be filed by such firm with respect to the Registration Statement. Except as expressly provided in this paragraph, no other party is entitled to rely on this opinion letter.

We hereby consent to the filing of this opinion letter with the Commission in connection with the filing of the Registration Statement referred to above and further consent to the reference to our name under the caption “Validity of Securities” in the Prospectus which is a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission issued thereunder.

Very truly yours,

MONTGOMERY & ANDREWS, P.A.

/s/ Suzanne C. Odom

By: Suzanne C. Odom, Esq.

EX-23.5

Exhibit 23.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated February 28, 2013, relating to the consolidated financial statements of Western Refining, Inc. and the effectiveness of Western Refining, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Western Refining, Inc. for the year ended December 31, 2012, and to the reference to us under the heading “Experts” in the Prospectus, which is part of such Registration Statement.

/s/ Deloitte & Touche LLP

Phoenix, Arizona

June 13, 2013

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer

Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Mary Ambriz-Reyes

U.S. Bank National Association

101 N First Avenue Suite 1600

Phoenix AZ 85003

(602) 257-5430

(Name, address and telephone number of agent for service)

Western Refining, Inc.

(Issuer with respect to the Securities)

Delaware	20-3472415
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

123 W. Mills Ave., Suite 200 El Paso, Texas	79901
(Address of Principal Executive Offices)	(Zip Code)

6.25% Senior Notes Due 2021

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of December 31, 2012 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number
333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Phoenix, State of Arizona on the 6^th of June 2013.

By:	/s/ Mary Ambriz-Reyes
	Mary Ambriz-Reyes
	Vice President

3

Exhibit 2

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

	IN TESTIMONY WHEREOF, today, November 28, 2012, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	Comptroller of the Currency

4

Exhibit 3

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise fiduciary powers on the date of this certificate.

	IN TESTIMONY WHEREOF, today, March 19, 2012, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	Acting Comptroller of the Currency

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: June 6, 2013

By:	/s/ Mary Ambriz-Reyes
	Mary Ambriz-Reyes
	Vice President

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2012

($000’s)

	12/31/2012
Assets
Cash and Balances Due From Depository Institutions	$	8,252,302
Securities		74,022,528
Federal Funds		74,234
Loans & Lease Financing Receivables		219,884,343
Fixed Assets		5,024,268
Intangible Assets		12,542,566
Other Assets		25,288,375
Total Assets	$	345,088,616
Liabilities
Deposits	$	253,686,214
Fed Funds		4,291,213
Treasury Demand Notes		0
Trading Liabilities		404,237
Other Borrowed Money		30,911,125
Acceptances		0
Subordinated Notes and Debentures		4,736,320
Other Liabilities		11,473,186
Total Liabilities	$	305,502,295
Equity
Common and Preferred Stock		18,200
Surplus		14,133,290
Undivided Profits		23,981,892
Minority Interest in Subsidiaries	$	1,452,939
Total Equity Capital	$	39,586,321
Total Liabilities and Equity Capital	$	345,088,616

7

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

WESTERN REFINING, INC.

Offer to Exchange Its

6.25% Senior Notes due 2021

(Registered Under The Securities Act of 1933)

For Any and All of Its Outstanding

6.25% Senior Notes due 2021

(144A CUSIP: 959319AF1; Reg S CUSIP: U95562AC5)

Pursuant to the Prospectus

Dated             , 2013

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,

NEW YORK CITY TIME, ON             , 2013 UNLESS THE OFFER IS EXTENDED.

THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

U.S. Bank National Association

By First Class Mail: U. S. Bank National Association Attn: Specialized Finance 60 Livingston Avenue – EP-MN-WS2N St. Paul, MN 55107-2292 By Courier or Overnight Delivery: U. S. Bank National Association Attn: Specialized Finance 111 Fillmore Avenue St. Paul, MN 55107-1402

Phone: 800-934-6802

Fax: 651-466-7372

Email: cts.specfinance@usbank.com

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below).

This Letter of Transmittal is to be completed by holders of Old Notes (as defined below) if Old Notes are to be forwarded herewith and, unless your Old Notes are held through The Depository Trust Company (“DTC”), should be accompanied by the certificates for the Old Notes. If tenders of Old Notes are to be made by book-entry transfer to an account maintained by U.S. Bank National Association (the “Exchange Agent”) at DTC pursuant to the procedures set forth in “The Exchange Offer—Book-Entry Transfer” in the Prospectus and in accordance with the Automated Tender Offer Program (“ATOP”) established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP.

SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS

PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

ALL TENDERING HOLDERS COMPLETE THIS BOX:

DESCRIPTION OF OLD NOTES TENDERED
Name(s) and address(es) of Registered Holder(s) (Please fill in, if blank)	Old Notes Tendered (attach additional list if necessary)
	Certificate Number(s)*	Principal Amount of Old Notes	Principal Amount of Old Notes Tendered (if less than all)**
	Total Amount Tendered

* Need not be completed by book-entry holders.

** Old Notes may be tendered in whole or in part in denominations of $2,000 and integral multiples of $1,000. All Old Notes held shall be deemed tendered unless a lesser number is specified in this column.

(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

¨ CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

    Name of Tendering Institution

    DTC Account Number

    Transaction Code Number

¨ CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

¨ CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A “PARTICIPATING BROKER-DEALER”) AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

    Name

    Address:

Ladies and Gentlemen:

The undersigned hereby tenders to Western Refining, Inc., a Delaware Corporation (the “Company”), the principal amount of the Company’s 6.25% Senior Notes due 2021 (the “Old Notes”) specified above in exchange for a like aggregate principal amount of the Company’s 6.25% Senior Notes due 2021 (the “New Notes”), upon the terms and subject to the conditions set forth in the Prospectus dated             , 2013 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”). The Exchange Offer has been registered under the Securities Act of 1933, as amended (the “Securities Act”).

Subject to and effective upon the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Notes as are

2

being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver certificates for Old Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the New Notes to be issued in exchange for such Old Notes, (ii) present certificates for such Old Notes for transfer, and to transfer the Old Notes on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer.

THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.

The name(s) and address(es) of the registered holder(s) of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such Old Notes. The certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if certificates are submitted for more Old Notes than are tendered or accepted for exchange, certificates for such unaccepted or nonexchanged Old Notes will be returned (or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in “The Exchange Offer—Procedures for Tendering Old Notes” in the Prospectus and in the instructions hereto will, upon the Company’s acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. In all cases in which a Participant elects to accept the Exchange Offer by transmitting an express acknowledgment in accordance with the established ATOP procedures, such Participant shall be bound by all of the terms and conditions of this Letter of Transmittal. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that the New Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such New Notes be credited to the account indicated above maintained at DTC. If applicable, substitute certificates representing Old Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Old Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please deliver New Notes to the undersigned at the address shown below the undersigned’s signature.

By tendering Old Notes and executing, or otherwise becoming bound by, this letter of transmittal, the undersigned hereby represents and agrees that

(i) the undersigned is not an “affiliate” of the Company,

3

(ii) any New Notes to be received by the undersigned are being acquired in the ordinary course of its business, and

(iii) the undersigned has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes.

By tendering Old Notes pursuant to the exchange offer and executing, or otherwise becoming bound by, this letter of transmittal, a holder of Old Notes which is a broker-dealer represents and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Old Notes held by the broker-dealer are held only as a nominee, or (b) such Old Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver the prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such New Notes (provided that, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act).

The Company has agreed that, subject to the provisions of the Registration Rights Agreement, the prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer (as defined below) in connection with resales of New Notes received in exchange for Old Notes, where such Old Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 90 days after the expiration date (subject to extension under certain limited circumstances) or, if earlier, when all such New Notes have been disposed of by such participating broker-dealer. In that regard, each broker dealer who acquired Old Notes for its own account as a result of market-making or other trading activities (a “participating broker-dealer”), by tendering such Old Notes and executing, or otherwise becoming bound by, this letter of transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained in the prospectus untrue in any material respect or which causes the prospectus to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of New Notes pursuant to the prospectus until the Company has amended or supplemented the prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to the participating broker-dealer or the Company has given notice that the sale of the New Notes may be resumed, as the case may be. If the Company gives a notice to suspend the sale of the New Notes, it shall extend the 90-day period referred to above during which participating broker-dealers are entitled to use the prospectus in connection with the resale of New Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended prospectus necessary to permit resales of the New Notes or to and including the date on which the Company has given notice that the sale of New Notes may be resumed, as the case may be.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable.

4

HOLDER(S) SIGN HERE

(See Instructions 2, 5 and 6)

(Note: Signature(s) Must be Guaranteed if Required by Instruction 2)

Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Old Notes hereby tendered or on a security position listing, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary or representative capacity, please set forth the signer’s full title. See Instruction 5.

(Signature(s) of Noteholder(s))

Date , 2013

Name(s)

(Please Print)

Capacity

(Include Full Title)

Address

(Include Zip Code)

Area Code and Telephone Number

(Tax Identification or Social Security Number(s))

GUARANTEE OF SIGNATURE(S)

(See Instructions 2 and 5)

Authorized Signature

Name

(Please Print)

Date , 2013

Capacity or Title

Name of Firm

Address

(Include Zip Code)

Area Code and Telephone Number

5

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 1, 5 and 6)

To be completed ONLY if the New Notes are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above.

Issue New Notes to:

Name

(Please Print)

Address

(Include Zip Code)

(Taxpayer Identification or

Social Security Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 5 and 6)

To be completed ONLY if New Notes are to be sent to someone other than the registered holder of the Old Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above.

Mail New Notes to:

Name

(Please Print)

Address

(Include Zip Code)

(Taxpayer Identification or

Social Security Number)

6

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of Transmittal is to be completed if certificates are to be forwarded herewith and, unless your Old Notes are held through DTC, should be accompanied by the certificates for the Old Notes. If tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfer” in the Prospectus and in accordance with ATOP established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP. Certificates, or timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal (or facsimile thereof), if required, properly completed and duly executed, with any required signature guarantees, must be received by the Exchange Agent at one of its addresses set forth herein on or prior to the expiration date. Old Notes may be tendered in whole or in part in denominations of $2,000 and integral multiples of $1,000.

THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY.

The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), or any Agent’s Message in lieu thereof, waives any right to receive any notice of the acceptance of such tender.

2 GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required if:

(i) this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) of Old Notes tendered herewith, unless such holder(s) has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above, or

(ii) such Old Notes are tendered for the account of a firm that is an Eligible Institution.

In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.

3. INADEQUATE SPACE. If the space provided in the box captioned “Description of Old Notes” is inadequate, the certificate number(s) and/or the principal amount of Old Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal.

4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000. If less than all the Old Notes evidenced by any certificate submitted are to be tendered, fill in the principal amount of Old Notes which are to be tendered in the box entitled “Principal Amount of Old Notes Tendered (if less than all).” In such case, new certificate(s) for the remainder of the Old Notes that were evidenced by your old certificate(s) will only be sent to the holder of the Old Security, promptly after the expiration date. All Old Notes represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the expiration date. In order for a withdrawal to be effective on or prior to that time, a written notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to the expiration date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, identify the Old Notes to be withdrawn (including the principal amount of such Old Notes) and (where certificates for Old Notes have been transmitted) specify the name in which such Old Notes are registered, if different from that of the withdrawing holder. If certificates for the Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the release of such certificates, the withdrawing holder must submit

7

the serial numbers of the particular certificates for the Old Notes to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution, unless such holder is an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under “The Exchange Offer—Book-Entry Transfer,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes and otherwise comply with the procedures of such facility. Old Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any time on or prior to the expiration date by following one of the procedures described in the Prospectus under “The Exchange Offer—Procedures for Tendering Old Notes.”

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the book-entry procedures described in the Prospectus under “The Exchange Offer—Book-Entry Transfer,” such Old Notes will be credited to an account maintained with DTC for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer.

5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of certificates.

If this Letter of Transmittal or any certificates or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of such persons’ authority to so act must be submitted.

When this Letter of Transmittal is signed by the registered holder(s) of the Old Notes listed and transmitted hereby, no endorsement(s) of certificate(s) or written instrument or instruments of transfer or exchange are required unless New Notes are to be issued in the name of a person other than the registered holder(s). Signature(s) on such certificate(s) or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Old Notes listed, the certificates must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company in its sole discretion and executed by the registered holder(s), in either case signed exactly as the name or names of the registered holder(s) appear(s) on the certificates. Signatures on such certificates or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution.

6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if New Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Old Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4.

7. IRREGULARITIES. The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Old Notes not properly tendered or to not accept any particular Old Notes which acceptance might, in

8

the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Old Notes either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Old Notes either before or after the expiration date (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Old Notes for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Old Notes for exchange, nor shall any of them incur any liability for failure to give such notification.

8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s) representing Old Notes have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been followed.

10. SECURITY TRANSFER TAXES. Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct the Company to register New Notes in the name of or request that Old Notes not tendered or not accepted in the Exchange Offer to be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF),

OR AN AGENT’S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED

DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT

ON OR PRIOR TO THE EXPIRATION DATE.

9

EX-99.2

Exhibit 99.2

Offer to Exchange

6.25% Senior Notes due 2021

(Registered Under The Securities Act of 1933)

for Any and All Outstanding

6.25% Senior Notes due 2021

(144A CUSIP: 959319AF1; Reg S CUSIP: U95562AC5)

of

WESTERN REFINING, INC.

To Our Clients:

Enclosed is a Prospectus, dated             , 2013, of Western Refining, Inc., a Delaware Corporation (the “Company”), and a related Letter of Transmittal (which together constitute the “Exchange Offer”) relating to the offer by the Company to exchange its 6.25% Senior Notes due 2021 (the “New Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 6.25% Senior Notes due 2021 (the “Old Notes”) upon the terms and subject to the conditions set forth in the Exchange Offer.

Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on             , 2013 unless extended by the Company.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

We are the holder of record and/or participant in the book-entry transfer facility of Old Notes held by us for your account. A tender of such Old Notes can be made only by us as the record holder and/or participant in the book-entry transfer facility and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal. If we do not receive written instructions in accordance with the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Old Notes in your account.

Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company, (ii) any New Notes to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, we will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Very truly yours,

EX-99.3

Exhibit 99.3

Offer to Exchange

6.25% Senior Notes due 2021

(Registered Under The Securities Act of 1933)

for Any and All Outstanding

6.25% Senior Notes due 2021

(144A CUSIP: 959319AF1; Reg S CUSIP: U95562AC5)

of

Western Refining, Inc.

To Registered Holders and The Depository

Trust Company Participants:

Enclosed are the materials listed below relating to the offer by Western Refining, Inc., a Delaware corporation (the “Company”), to exchange its 6.25% Senior Notes due 2021 (the “New Notes”), pursuant to an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 6.25% Senior Notes due 2021 (the “Old Notes”) upon the terms and subject to the conditions set forth in the Company’s Prospectus, dated             , 2013, and the related Letter of Transmittal (which together constitute the “Exchange Offer”).

Enclosed herewith are copies of the following documents:

1. Prospectus dated             , 2013;

2. Letter of Transmittal;

3. Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner; and

4. Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client’s instruction with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on             , 2013 unless extended by the Company.

The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an “affiliate” of the Company, (ii) any New Notes to be received by it are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, you will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes.

By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The enclosed Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 10 of the enclosed Letter of Transmittal.

Additional copies of the enclosed material may be obtained from the undersigned.

Very truly yours,

U.S. Bank National Association

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF WESTERN REFINING, INC. OR U.S. BANK NATIONAL ASSOCIATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

2

EX-99.4

Exhibit 99.4

INSTRUCTION TO REGISTERED HOLDER AND/OR

BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER

OF

WESTERN REFINING, INC.

6.25% Senior Notes due 2021

(144A CUSIP: 959319AF1; Reg S CUSIP: U95562AC5)

(the “Old Notes”)

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

The undersigned hereby acknowledges receipt of the Prospectus dated             , 2013 (the “Prospectus”) of Western Refining, Inc., a Delaware corporation (the “Company”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Company’s offer (the “Exchange Offer”). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus or the Letter of Transmittal.

This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount):

$         of the 6.25% Senior Notes due 2021

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

¨ To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any):

$         of the 6.25% Senior Notes due 2021

¨ NOT to TENDER any Old Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an “affiliate” of the Company, (ii) any New Notes to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that such Old Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

2