EX-3.22

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:

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.

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.

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.

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.

(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.

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:

(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.

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.

(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.

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:

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.

The Member has contributed to the Company property of an agreed value as listed on Schedule B attached hereto.

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.

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.

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.

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.

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.

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.

(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.

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.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

(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.

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.

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).

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.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

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.

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.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

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.

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.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of November 21, 2005.

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.

(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:

(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.

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

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“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.

“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.

“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.

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.


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


		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%