Exhibit 10.1

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

PRODUCT SUPPLY AGREEMENT

Between

WESTERN REFINING SOUTHWEST, INC.,

WESTERN REFINING COMPANY, L.P.

AND

WESTERN REFINING WHOLESALE, LLC,

Dated as of October 15, 2014

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

TABLE OF CONTENTS

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

EXHIBITS

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

PRODUCT SUPPLY AGREEMENT

This PRODUCT SUPPLY AGREEMENT (this “ Agreement ”) is dated as of October 15, 2014 (the “ Effective Date ”), and is made by and between (i) Western Refining Southwest, Inc., an Arizona corporation (“ WRSW ”), and Western Refining Company, L.P., a Delaware limited partnership (“ WRC ”), and (ii) Western Refining Wholesale, LLC, a Delaware limited liability company (“ Buyer ”). WRSW and WRC are individually and collectively referred to as “ Seller ” and shall be jointly and severally liable for all obligations of Seller contained herein and, except as otherwise expressly contemplated by this Agreement, shall be treated for all purposes contained in this Agreement as a single Party. Seller and Buyer are individually referred to as a “ Party ” and collectively as the “ Parties .” Capitalized terms used throughout this Agreement shall have the meanings set forth in Exhibit A , unless otherwise specifically defined herein.

RECITALS

NOW, THEREFORE, in consideration of the premises and the representations, warranties and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

TERM

1.1 Initial Term . Unless otherwise terminated as provided herein or extended pursuant to a mutual agreement of the Parties, this Agreement shall be effective as of the Effective Date and will remain in effect until the ten (10) year anniversary of the Effective Date.

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

ARTICLE II

SUPPLY COMMITMENTS AND FORECASTS

2.1 Supply Commitment . Seller shall sell to Buyer, and Buyer shall buy from Seller, the Stipulated Product Commitment on the terms and subject to the conditions set forth in this Agreement. Seller hereby acknowledges that if the Committed Volumes are increased pursuant to the FDSA, Buyer may need to acquire additional volumes of Product from Seller hereunder. In such instances, Buyer shall have the right (to be exercised via written notice to the Seller) to unilaterally increase the Stipulated Product Commitment under this Agreement to the extent reasonably necessary to enable Buyer to meet its obligations to deliver the increased Committed Volumes under the FDSA.

2.2 Committed Terminal Capacity . Subject to Section 2.3(b) , during each Supply Period, Seller shall reserve sufficient capacity at each Terminal to the extent required to meet Buyer’s Forecast (as defined below) for such Terminal during such Supply Period.

2.3 Buyer Forecasts .

(a) By the fifteenth (15 ^th ) Day of the Month immediately preceding each Supply Period, Buyer shall prepare and submit to Seller a forecast which shall contain the Terminal Volume for each Terminal during such upcoming Supply Period (each a “ Forecast ”).

(b) To the extent that the operational limits at any Terminal prevent Seller from meeting Buyer’s Terminal Volume for such Terminal during any Supply Period, Seller shall not be obligated to reserve capacity at such Terminal in excess of such Terminal’s operational limits, and the Parties shall cooperate in good faith to revise the allocation of the Stipulated Product Commitment for such Supply Period among the Seller’s other Terminals to account for such limits in a Terminal’s operational capacity.

(c) Each Forecast submitted to Seller by Buyer (as subsequently revised by Buyer in accordance with this subsection (c) ) shall constitute a “ Supply Commitment ” for the upcoming Supply Period with respect to each Terminal. A Supply Commitment is a binding commitment, effective for the Supply Period, for Seller to sell and Buyer to purchase the Terminal Volume set forth in the Forecast for such Terminal; provided, that in any given Supply Period, Buyer shall have the right to periodically change (i) its Supply Commitment (so long as the total volumes purchased for such Supply Period do not exceed or fall below the Stipulated Product Commitment) and (ii) the Terminal Volumes at each Terminal subject to Section 2.3(b) . During any Supply Period, Seller shall not be firmly obligated to sell any Product in excess of the maximum Stipulated Product Commitment; but, rather, it will only have an obligation to use commercially reasonable efforts to do so.

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

ARTICLE III

COMMERCIAL TERMS

3.1 Product Pricing . Subject to the terms of this Agreement, Seller shall sell and Buyer shall buy the Products at the Product Prices. Such Product Prices are inclusive of all handling fees, delivery fees for delivery to the applicable Terminal, additive fees and any other fees; provided, however, that Seller will supply additives applicable to third party jobber locations as a direct pass through ( i.e. , at cost without any mark-up or profit added) to Buyer.

3.2 Product Sales Terms . The Product Sales Terms shall apply to all sales of Product supplied by Seller to Buyer pursuant to this Agreement. To the extent of any conflict between the terms of the Product Sales Terms and the terms of this Agreement, the Product Sales Terms shall govern.

3.3 Product Specifications . All Products supplied by Seller pursuant to this Agreement shall in all respects meet applicable legal requirements, industry standards, and the Product Specifications. The Product Specifications shall apply to all Products delivered under this Agreement.

3.4 RFS-2 RIN Documentation . Seller shall retain any RFS-2 RINs related to any of the Products delivered by Seller to Buyer under this Agreement.

3.5 Ratable Purchases . Buyer shall purchase each Product on a Ratable Basis during each Supply Period. Seller may restrict or deny supply of a Product on any given Day under any Supply Commitment when Buyer is not purchasing such Product on a Ratable Basis; provided however, that Seller will use commercially reasonable efforts to accommodate a request by Buyer to purchase on a non-Ratable Basis and any such restriction imposed by Seller on any given Day will not reduce the Terminal Volume for that Product for the applicable Supply Commitment.

3.6 Margin Shortfall Payments; Margin Excess Payments; Pricing Adjustments .

(a) In any Month where the Average Margin of Non-Delivered Rack Sales (stated as $ per gallon) is less than *** (a “ Shortfall Month ”), Seller will pay Buyer an amount equal to the product of (i) the Average Margin Shortfall for such Shortfall Month and (ii) the amount (in gallons) of the Buyer’s Non-Delivered Rack Sales during such Shortfall Month (but in no event shall such amount be greater than 30 million gallons in any given Shortfall Month) (each a “ Margin Shortfall Payment ”). Such amount shall be due within fifteen (15) Days after the last Day of such Shortfall Month.

(b) Any Margin Shortfall Payments paid by Seller under this Agreement shall be added to a virtual tracking account (the “ Tracking Account ”) and will remain “available” for repayment (i.e., included in the balance of the Tracking Account) in the form of Margin Excess Payments (as defined below) for a period of twelve (12) Months from the end of the Shortfall

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

Month for which such payments relate. The amount of any Margin Shortfall Payments included in the Tracking Account will be reduced by the sum of (i) the amount of any Margin Excess Payments where such Margin Excess Payments are applied to reduce the balance of the oldest Margin Shortfall Payment made within the previous twelve (12) Months and (ii) the amount of any Margin Shortfall Payments that are no longer “available” for repayment because they were not “repaid” within twelve (12) Months from the end of the Shortfall Month for which they were made. An illustration of the Tracking Account calculation is set forth on Exhibit E. The funds in the Tracking Account will be available to be “repaid” by Buyer in the form of Margin Excess Payments to the Seller in any subsequent Overage Month (as defined below).

(c) In any Month where the Average Margin of Non-Delivered Rack Sales (stated as $ per gallon) is greater than *** (an “ Overage Month ”), Buyer will apply as a credit for purchases in such Month an amount equal to the product of (i) the Average Margin Excess for such Overage Month and (ii) the amount (in gallons) of Buyer’s Non-Delivered Rack Sales during such Overage Month (but in no event shall such amount be greater than 30 million gallons) (each a “ Margin Excess Payment ”); provided that, such credit will only be due if and to the extent that the Tracking Account has a positive balance.

(d) Within ten (10) Days after the end of each Month, Buyer will deliver to Seller a statement showing the Average Margin of Non-Delivered Rack Sales (together with calculations and supporting data) for such Month just ended and stating the amount of any Margin Shortfall Payment or Margin Excess Payment due for such Month.

(e) For purposes of the foregoing:

(i) “ Aggregate Margin of Non-Delivered Rack Sales ” means, for any Month, an amount equal to the difference between (A) the aggregate net sales proceeds received by Buyer for Non-Delivered Rack Sales during such Month and (B) the aggregate price paid by Buyer hereunder for the Products sold as Non-Delivered Rack Sales during such Month.

(ii) “ Average Margin of Non-Delivered Rack Sales ” means, for any Month, an amount (stated as $ per gallon) equal to (A) the Aggregate Margin of Non-Delivered Rack Sales for such Month divided by (B) the aggregate number of gallons of Products sold as Non-Delivered Rack Sales during such Month.

(iii) “ Average Margin Excess ” means, for any Overage Month, an amount equal to the excess of (A) the Average Margin of Non-Delivered Rack Sales for such Overage Month over (B) *** (stated as $ per gallon). The Average Margin Excess cannot be less than zero.

(iv) “ Average Margin Shortfall ” means, for any Shortfall Month, an amount (stated as $ per gallon) equal to the amount by which (A) the Average Margin of Non-Delivered Rack Sales for such Shortfall Month is less than (B) ***. The Average Margin Shortfall cannot be less than zero.

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

3.7 Restricted Activities .

(a) Generally . During the term of this Agreement, Western Refining, Inc., a Delaware corporation (“ WNR ”), agrees that it will not, and shall cause each WNR Group Member (as defined below) not to, directly or indirectly, either acting on its own behalf or through or in connection with any Person (as defined below), acquire, own, manage, engage in, operate, control or participate in the acquisition, ownership, management, operation or control of, any Person or business engaged in the Restricted Business (as defined below). For the avoidance of doubt, the foregoing restrictions shall not apply to any Northern Tier Group Member or any Person Controlled by the Northern Tier Group.

(b) Exceptions . Notwithstanding the foregoing, the WNR Group Members shall be permitted to (i) own an aggregate of less than 2% of the outstanding Interests (as defined below) of an entity primarily engaged in the Restricted Business, if such Interests are listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 3.7 ; provided, that no WNR Group Member Controls such entity; (ii) acquire assets, a portion of which are Competing Assets (as defined below), if the value of such Competing Assets (measured as of the date of such acquisition) is (A) no more than *** of the total value of all assets acquired in such acquisition and (B) no more than *** of the total value of the Partnership Group (as defined below) assets engaged in the Restricted Business (measured as of the date of such acquisition), and such WNR Group Members may thereafter continue to use such assets in the Restricted Business; (iii) acquire, or make investments in, entities that are engaged in the Restricted Business (each of such entities, a “ Competitor ”) if the value of such Competitor’s Competing Assets is (A) no more than *** of the total value of all assets of such Competitor and (B) no more than *** of the total value of the Partnership Group assets engaged in the Restricted Business (measured as of the date of such acquisition), and such Competitor may thereafter continue to engage in the Restricted Business; (iv) subject to compliance with Section 3.7(c) below, acquire assets or acquire, or make investments in, entities that are not otherwise permitted by clause (ii)  or (iii)  that result in the WNR Group Members or such entities, as the case may be, conducting or engaging in the Restricted Business, and the WNR Group Members or such entities, as the case may be, may thereafter continue to conduct or engage in such Restricted Business; (v) continue to market and distribute wholesale petroleum products to customers being served by WNR Group Members (other than Buyer) as of the date of this Agreement solely in the regions in which such customers are being served by such WNR Group Members (other than Buyer) as of the date of this Agreement; and (vi) market and distribute wholesale petroleum products to WNR Group Members to the extent provided in Section 4(c) of that certain Fuel Distribution and Supply Agreement, dated the date hereof, between Buyer and WRSW.

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(c) Right of First Offer . Notwithstanding anything to the contrary in this Section 3.7 , if a WNR Group Member acquires a Offered Business (as defined below), the following provisions shall apply:

(i) Within *** months of consummating such acquisition, WNR will provide the Partnership written notice (“ Offer Notice ”) of the Partnership’s right to acquire, on an exclusive basis, the Offered Business for the fair market value of the Offered Business. In connection with the Offer Notice, WNR shall provide its indicative view of the fair market value of the Offered Business and such other information concerning the Offered Business as reasonably requested by the Partnership to permit an informed investment decision.

(ii) Within 45 days of the Partnership’s receipt of the Offer Notice, the Partnership shall provide a non-binding indication of interest written notice (an “ Indication of Interest ”) to WNR indicating whether or not it desires to acquire the Offered Business. All Indications of Interest will be non-binding on the Partnership.

(iii) If WNR and the Partnership cannot agree on the fair market value of the Offered Business, WNR and the Partnership will jointly appoint an independent investment banking firm of national reputation to determine such value. The appraiser will have 30 days to determine the fair market value, which value will be binding on WNR and the Partnership.

(iv) Following determination of the fair market value for the Offered Business, WNR and the Partnership will have 120 days (the “ Negotiation Period ”) to enter into definitive agreements with respect to the Partnership’s purchase of the Offered Business. During the Negotiation Period, the parties will use reasonable best efforts and negotiate in good faith regarding entry into such definitive agreements. Such definitive agreements shall contain customary terms and conditions for a comparable arm’s length transaction; provided, that (A) WNR shall enter into any definitive agreements proposed by the Partnership that contain terms (other than financial terms) that are as favorable to WNR as the terms granted by WNR to the seller of the Offered Business to WNR and (B) WNR shall not propose any terms that are less favorable to the Partnership than the those terms obtained by WNR from the seller of the Offered Business to WNR.

(v) If the Partnership does not submit an Indication of Interest or the Partnership and WNR do not enter into definitive agreements prior to the end of the Negotiation Period, WNR shall have no further obligation to the Partnership in respect of the Offered Business.

(d) Change of Control . Notwithstanding anything to the contrary in this Section 3.7 , the restrictions set forth in this Section 3.7 shall terminate in connection with a Change of Control.

(e) Definitions . As used in this Section 3.7 :

(i) “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with, such specified Person through one or more intermediaries or otherwise.

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(ii) “ Change of Control ” means, and shall be deemed to have occurred upon, one or more of the following events: (A) any “person” or “group” within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (as determined immediately prior to such event), who is not Affiliated with WNR immediately prior to such event, shall become the beneficial owner, by way of merger, acquisition, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined voting power of the equity interests in WNR or (B) the sale or other disposition by WNR of all or substantially all of WNR’s assets, in one or more transactions, to any “person” or “group” within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (as determined immediately prior to such event), who is not Affiliated with WNR immediately prior to such event.

(iii) “ Competing Assets ” means assets that relate to the Restricted Business.

(iv) “ Control ” means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” have correlative meanings.

(v) “ Interest ” means (A) capital stock, common units, member interests, partnership interests, other equity interests, rights to profits or revenue and any other similar interest, (B) any security or other interest convertible into or exchangeable or exercisable for any of the foregoing and (C) any right (contingent or otherwise) to acquire any of the foregoing.

(vi) “ Northern Tier Group ” means, collectively, NT InterHoldCo LLC, a Delaware limited liability company, and its Subsidiaries.

(vii) “ Northern Tier Group Member ” means any member of the Northern Tier Group.

(viii) “ Offered Business ” means (A) in the case of an asset acquisition, the Competing Assets so acquired, and (B) in the case of an acquisition of, or investment in, a Competitor, the Competing Assets of such Competitor.

(ix) “ Partnership Group ” means, collectively, Western Refining Logistics, LP, a Delaware limited partnership (the “ Partnership ”), and its Subsidiaries and any Person Controlled by the Partnership Group.

(x) “ Person ” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(xi) “ Restricted Business ” means the marketing and distribution of wholesale petroleum products, crude trucking and the marketing, distribution and warehousing of wholesale lubricants, in each case, anywhere in Arizona, California, Colorado, Nevada, New Mexico or Texas.

(xii) “ Subsidiary ” means, with respect to any Person, (A) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (B) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof; or (C) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (1) at least a majority ownership interest or (2) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

(xiii) “ WNR Group ” means WNR and its Subsidiaries and Affiliates, excluding any member of the Partnership Group.

(xiv) “ WNR Group Member ” means any member of the WNR Group.

ARTICLE IV

SUPPLY COMPLIANCE

4.1 Alternative Terminals In the Event of an Outage . Except as provided in Section 4.4 or Section 4.5 , in the event of an Outage at a Terminal, Seller must satisfy the applicable Supply Commitment by allowing Buyer to lift volumes from the other Terminals. In such event, the diverted volumes will be deemed to have been lifted at the Terminal as specified in the affected Supply Commitment for all purposes under this Agreement, except that all such diverted volumes will be sold to Buyer at the Product Prices as set forth on Exhibit C , less the sum of (i) any incremental freight differential charges that Buyer incurs and (ii) any demurrage or other costs associated with the alternative Terminal.

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

4.2 Seller’s Failure to Deliver Products . Except as provided in Sections 4.4 or  4.5 , if at any time, Seller fails to make available the Terminal Volume of a Product at the relevant Terminal and fails to direct Buyer to lift volumes from a designated alternative Terminal and Buyer is thereby forced to select its own means of alternative supply, then in such event:

(a) Buyer may purchase such volumes from third parties; and

(b) Seller shall pay Buyer (i) an amount equal to the difference between the applicable Product Price and the price actually paid by Buyer for the alternative supply Product volumes (if higher than the applicable Product Price), including any demurrage or other costs associated with the Buyer selected alternative supply point and (ii) an amount equal to the amount of the freight differential (if higher) for the volume actually lifted from the Buyer selected alternative supply point, within ten (10) Days of Seller’s receipt of Buyer’s demand for such amounts; and

(c) Once all amounts required to be paid by Seller pursuant to subsection (b)  above are paid, the alternative supply Product volumes will be deemed to have been lifted at the Terminal at which such Terminal Volumes were to have been “made available” as specified in the affected Supply Commitment for purposes of this Agreement.

4.3 Buyer’s Failure to Meet a Supply Commitment . If within a Supply Period Seller makes available the Supply Commitment at the Terminals but Buyer fails to purchase the Supply Commitment from Seller, then Seller may sell to other customers the amount of the shortfall of the Supply Commitment, as calculated as the difference between the volumes actually purchased by Buyer and the Supply Commitment for such Supply Period; and Buyer shall pay to Seller an amount equal to the difference between the applicable Product Price and the net sales proceeds Seller receives from such other customers for such Supply Commitment shortfall (if lower than the applicable Product Price).

4.4 Force Majeure .

(a) As soon as possible upon the occurrence of a Force Majeure (as defined below), the Party affected by such Force Majeure shall provide the other Party with written notice of the occurrence of such Force Majeure (a “ Force Majeure Occurrence Notice ”). The Party affected by such Force Majeure shall identify in such Force Majeure Occurrence Notice the approximate length of time that such Party reasonably believes in good faith such Force Majeure shall continue.

(b) The obligations under this Agreement of the Party affected by such Force Majeure shall be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure. The Party affected by such Force Majeure shall use commercially reasonable efforts to overcome such Force Majeure but shall not be obligated under this Agreement to settle any strike or labor dispute.

(c) As soon as possible upon the cessation of a Force Majeure, the Party affected by such Force Majeure shall provide the other Party with written notice of the cessation of such Force Majeure (a “ Force Majeure Cessation Notice ”). The Party affected by such Force Majeure shall identify in such Force Majeure Cessation Notice the date on which such Force Majeure ceased to exist.

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(d) Nothing in this Section 4.4 shall excuse any Party from complying with its obligations under this Agreement arising prior to the occurrence of such Force Majeure, including any obligation to make payments when due under this Agreement.

(e) Notwithstanding anything contained herein to the contrary, (i) if the Party affected by an event of Force Majeure (the “ Affected Party ”) is unable to resume the performance of its obligations under this Agreement within two (2) years after the event of Force Majeure despite using its commercially reasonable efforts to overcome such event in accordance with this Section 4.4, then the Affected Party may, upon written notice to the other Party, terminate this Agreement; or (ii) if the Affected Party is unable to resume performance of its obligations under this Agreement within six (6) months after the event of Force Majeure, then the other Party may upon written notice to the Affected Party, terminate this Agreement; provided that, in either case any payment obligations accruing up to and through the date of such termination shall remain outstanding and shall continue to be due and payable following the termination of this Agreement.

(f) “ Force Majeure ” means circumstances not reasonably within the control of the Parties and which, by the exercise of reasonable efforts (including the Seller’s use of reasonable efforts, to supply to Buyer the Stipulated Product Commitment through alternative means (including procuring Products from third parties and/or sourcing the Product from an unaffected refinery owned by WRSW or WRC)), the Parties are unable to prevent or overcome that prevent (i) Seller from delivering Products to Buyer at the Terminals or (ii) Buyer buying Products from Seller at the Terminals, including: acts of God, strikes, lockouts or other industrial disturbances, wars, riots, fires, floods, storms, orders of courts or Governmental Authorities, governmental request or requisition for national defense, explosions, terrorist acts, breakage, accident to machinery, storage tanks or lines of pipe and inability to obtain or unavoidable delays in obtaining material or equipment, delays of other carriers, local or national disruptions to transportation networks or operations, fuel shortages and similar events. Force Majeure specifically excludes any Outages.

4.5 Equitable Allocation . If due to any Force Majeure there is a limitation, generally, on the type or quantities of Products Seller is required to supply to Buyer at the Terminals under this Agreement, then Seller may implement a plan, formula or method to equitably allocate its available supply of Products among Buyer and Seller’s other unaffiliated customers; provided that any such plan, formula or method shall give priority to purchasers of Products under firm delivery contracts having a term of supply greater than one (1) year at the time such limitation is imposed. Such allocation shall not be deemed a breach of this Agreement, and during a period of supply limitation pursuant to this Section 4.5 , Buyer may seek alternative sources of supply of the affected Product(s), but only for the volume of affected Products that Seller, in good faith, estimates it cannot supply.

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

ARTICLE V

RECORDS; AUDIT RIGHTS

5.1 Records .

(a) Buyer and Seller shall maintain complete and accurate records in connection with this Agreement and all transactions related hereto for at least twenty-four (24) months from the date of expiration or termination of this Agreement, whichever is sooner.

(b) Without limiting the foregoing, Buyer will retain, for a period of at least two (2) years after the close of the Supply Period to which they relate, the following records: (i) all Forecasts delivered under Section 2.3 ; and (ii) all Product supply agreements with suppliers other than Seller that form the basis of a claim under Article IV .

(c) Without limiting the foregoing, Seller will retain, for a period of at least two (2) years after the close of the Supply Period to which they relate, the following records: (i) all forecasts received by it under Section 2.3 ; and (ii) all sales agreements with third parties sufficient to substantiate claims under Article IV .

5.2 Audit Rights . Each Party and its duly authorized representatives shall have access to accounting records and other documents maintained by the other Party which relate to Products sold hereunder and shall have the right to audit such records at any reasonable time and upon reasonable advance notice during the term of this Agreement and during the two (2) year period following the expiration or termination of this Agreement.

ARTICLE VI

DEFAULT AND TERMINATION

6.1 Default by Seller . If during any three consecutive Supply Periods, Seller fails to make available the Terminal Volume of a Product as set forth within a Supply Commitment either at the Terminal or by way of the alternative sourcing mechanism provided in Section 4.1 , and such failure is not excused under Section 4.4 , then Seller shall be deemed to be in default of this Agreement and Buyer shall have the option, at its sole discretion and in addition to its rights at law or in equity, to terminate this Agreement by providing thirty (30) Days written notice to Seller. No such termination by Buyer shall constitute or be construed as a waiver or any right or remedy of Buyer for breach of contract resulting from the facts and circumstances forming the basis of such termination.

6.2 Buyer Payment Default . If Buyer fails to pay any amounts due to Seller under this Agreement that are not disputed by Buyer in good faith, and the failure continues for a period of fifteen (15) Days after Buyer’s receipt of a written notice of such failure, then in addition to Seller’s rights at law or in equity, Seller may suspend deliveries hereunder until such failure has been cured, and/or terminate this Agreement in its entirety.

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6.3 Other Defaults . If either Party fails to fully perform any material obligation under this Agreement (other than obligations that are the subject of Sections 6.1 and 6.2 ) and such failure continues for a period of (a) thirty (30) Days after delivery to the defaulting Party of written notice of such non-performance, if the defaulting party is not undertaking commercially reasonable efforts to cure such failure to perform or (b) ninety (90) Days after delivery to the defaulting Party of written notice of such non-performance, if the defaulting party is undertaking commercially reasonable efforts to cure such failure to perform, then the non-defaulting Party shall have the right to specifically enforce the terms of this Agreement and seek damages for any breach, terminate this Agreement in its entirety and otherwise pursue the remedies available to the non-defaulting Party at law or in equity.

ARTICLE VII

OTHER PROVISIONS

7.1 Confidentiality .

(a) Each Party agrees that it will keep any and all Confidential Information of the other Party strictly confidential and that it will take such steps to protect such Confidential Information as it normally takes to preserve and safeguard its own Confidential Information. Each Party agrees that, without the prior written consent of the other Party, it will not: (i) disclose Confidential Information of the other Party in any manner whatsoever, in whole or in part; (ii) use any Confidential Information of the other Party other than in connection with the transaction(s) that is the subject of this Agreement; or (iii) transmit the Confidential Information of the other Party to any of its officers, directors, employees, affiliates, agents or representatives who (1) are not aware of the confidential nature of such information, or (2) do not need to know the Confidential Information for the sole purpose of assisting with the transaction(s) (collectively, its “ Representatives ”). Each Party shall be responsible for the breach of this Section 7.1 by any of its Representatives.

(b) For purposes of this Agreement, “ Confidential Information ” shall mean all information, documents, data or materials that is now or in the future provided (including any information provided by Buyer pursuant to Section 3.6(c) or Section 5 hereof or relating to any customer contracts), acquired or received directly or indirectly by a Party or its agents, employees or contractors either in writing, orally or by observation, relating to the business or operations of other Party or its affiliates, including but not limited to the pricing of product, design, planning, operation or maintenance of the other Party’s equipment, products and business; formulas or process parameters relating to the other Party’s products or proposed products; plans for expansion; information relating to research, development, invention, manufacturing, purchasing, accounting, engineering, marketing, merchandising and selling not generally known in the industry in which the other Party is engaged; any other data, samples, material and/or information specifically identified by the other Party as “Confidential”; and any and all other data, information, findings, documents or other materials arising from or relating to the other Party or the transaction(s) or any work or services performed by it for the other Party, regardless of whether such Confidential Information is generated solely by or as a result of any

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of its activities; except that Confidential Information shall not include any information that (i) was, at the time of disclosure to the receiving Party, in the public domain; (ii) after disclosure to the receiving Party, is published or otherwise becomes part of the public domain through no fault of the receiving Party; (iii) was in the possession of the receiving Party at the time of disclosure to it and was not the subject of a pre-existing confidentiality obligation; (iv) was received after disclosure to the receiving Party from a third party (other than the disclosing Party’s Affiliates or subcontractors) that was not bound by any duty of confidentiality; or (v) was independently developed by the receiving Party without the use of the Confidential Information of the disclosing Party.

7.2 Notices .

(a) Notices, correspondence, invoices, as applicable, and all other communications related to this Agreement shall be addressed as follows:

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(b) All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (i) if by transmission by facsimile or hand delivery, when delivered; (ii) by e-mail on the next Business Day after delivery, if receipt is confirmed, (iii) if mailed via the US Postal Service, five (5) Business Days after mailing, provided said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; or (iv) if mailed by an internationally recognized overnight express mail service such as Federal Express, UPS, or DHL Worldwide, one (1) Business Day after deposit therewith prepaid.

(c) Each Party shall have the right, from time to time, to designate a different address by written notice given in conformity with this Section 7.2.

(d) For the avoidance of doubt, any notice, correspondence, invoice or other communication under this Agreement that is required to be provided to Seller shall be provided to both WRSW and WRC hereunder but shall be deemed given upon delivery in accordance with this Section 7.2 to either WRSW or WRC.

7.3 Entire Agreement . This Agreement and the attached Exhibits constitutes the entire agreement between the Parties and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed, or implied, with respect to the subject matter hereof.

7.4 Construction . Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice-versa, (b) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine and neuter; (c) references to Articles and Sections refer to Articles and Sections of this Agreement; (d) references to Exhibits or Schedules refer to the Exhibits or Schedules attached to this Agreement, each of which is made a part hereof for all purposes; (e) the term “include”, “includes”, “including” or words of like report shall be deemed to be followed by the words “without limitation”; (f) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (g) references to money refer to legal currency of the United States of America; and (h) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

7.5 Dispute Resolution; Governing Law; Jurisdiction .

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(a) This Agreement shall be governed and construed in accordance with the substantive laws of the State of Texas without reference to principles of conflicts of law that would result in the application of the laws of another jurisdiction.

(b) THE PARTIES VOLUNTARILY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA IN HARRIS COUNTY, TEXAS, OVER ANY DISPUTE BETWEEN OR AMONG THE PARTIES ARISING OUT OF THIS AGREEMENT, OTHER THAN A DISPUTE SUBJECT TO SECTION 7.5(d) , AND EACH PARTY IRREVOCABLY AGREES THAT ALL SUCH CLAIMS IN RESPECT OF SUCH DISPUTE SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH DISPUTE ARISING OUT OF THIS AGREEMENT BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(c) EACH OF THE PARTIES HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY DISPUTE OR OTHER PROCEEDING RELATED THERETO BROUGHT IN CONNECTION WITH THIS AGREEMENT.

(d) Any dispute, controversy or claim, of any and every kind or type, whether based on contract, tort, statute, regulations, or otherwise, between the Parties, arising out of, connected with, or relating in any way to this Agreement or the obligations of the Parties hereunder, including any dispute as to the existence, validity, construction, interpretation, negotiation, performance, non-performance, breach, termination or enforceability of this Agreement (in each case, a “ Dispute ”), shall be resolved solely and exclusively in accordance with the procedures specified in this Section 7.5 . The Parties shall attempt in good faith to resolve any Dispute by mutual discussions within thirty (30) days after the date that one Party gives written notice to the other Parties of such a Dispute in accordance with Section 7.2 . If the Dispute is not resolved within such thirty (30) day period, or such longer period that may subsequently be agreed to in writing by the parties to the Dispute, the Dispute shall be finally settled by arbitration administered by JAMS, Inc. (“ JAMS ”) under its Comprehensive Arbitration Rules & Procedures, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall be held in Houston, Texas, and presided over by three arbitrators. If the Dispute is not settled within the above operative time period, the Party providing the aforesaid notice or the Parties receiving such notice may initiate the arbitration with JAMS. The Party who initiates the arbitration with JAMS shall also provide notice to JAMS and the opposing Party at the time of the initiation of the arbitration of the name of the Party selected arbitrator. The opposing Party shall file their answering statement with JAMS within forty-five (45) days of their receipt of the notice of filing from JAMS. The

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name of their party appointed arbitrator shall be included in such answering statement. The two Party-appointed arbitrators shall select a third arbitrator, who shall serve as the chairperson. The arbitration award shall identify whether there is a prevailing party in the arbitration and include an award in favor of such prevailing party and against each losing party, jointly and severally, for costs and expenses, including the actual litigation fees and costs (including reasonable attorney fees) the prevailing party incurred, excluding any contingent or deferred fees and costs. This agreement to arbitrate shall be binding upon the successors, assignees and any trustee or receiver of any Party.

7.6 Cooperation . Each Party will cooperate fully with the other and provide such further information as may be reasonably necessary to fulfill the objectives in this Agreement.

7.7 Gifts . No director, employee or agent of Buyer or of any subcontractor or vendor of Buyer shall give or receive any commission, fee, rebate, or gift or entertainment of significant cost or value in connection with this Agreement, or enter into any business arrangement with any director, employee or agent of Seller or its parent or affiliated entities other than as a representative of Buyer, without Seller’s prior written agreement. Buyer shall promptly notify Seller of any violation of this Section 7.8 .

7.8 Amendments . No amendment or modification of the terms of this Agreement shall be binding unless in writing and signed by the Parties.

7.9 Waiver . No waiver of any right, power, or privilege hereunder shall be binding upon any Party unless in writing and signed by or on behalf of the Party against which the waiver is asserted.

7.10 Assignment .

(a) WRSW shall not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer and WRC, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that WRSW may assign this Agreement without such consent to an affiliate or in connection with a sale by WRSW of the Gallup Refinery so long as the transferee: (i) agrees to assume all of WRSW’s obligations under this Agreement and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Buyer in its reasonable judgment.

(b) WRC shall not assign any of its rights or obligations under this Agreement without the prior written consent of Buyer and WRSW, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that WRC may assign this Agreement without such consent to an affiliate or in connection with a sale by WRC of the El Paso Refinery so long as the transferee: (i) agrees to assume all of WRC’s obligations under this Agreement and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Buyer in its reasonable judgment.

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(c) Buyer shall not assign any of its rights or obligations under this Agreement without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that (i) Buyer may assign this Agreement without Seller’s consent to an affiliate or in connection with a sale by Buyer of Buyer’s wholesale motor fuel distribution business so long as the transferee: (A) agrees to assume all of Buyer’s obligations under this Agreement, and (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Seller’s in its reasonable judgment; and (ii) Buyer shall be permitted to make a collateral assignment of this Agreement to obtain financing.

(d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required.

(e) This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

7.11 Indemnity . NEITHER PARTY SHALL BE LIABLE FOR ANY ACTIONS OR OMISSIONS TO ACT OF THE OTHER PARTY, OR OF ANY OF ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 7 OF THE PRODUCT SALES TERMS, EACH PARTY (THE “ INDEMNIFYING PARTY ”) AGREES THAT IT SHALL, TO THE EXTENT PERMITTED BY LAW, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OTHER PARTY, ITS MEMBERS, DIRECTORS, OFFICERS, MANAGERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, LIABILITIES, CAUSES OF ACTION, JUDGMENTS, ASSESSMENTS, PENALTIES, COSTS, AND EXPENSES OF ANY KIND OR NATURE, INCLUDING REASONABLE ATTORNEYS FEES, EXPENSES OF LITIGATION AND COURT COSTS, WITHOUT REGARD TO THE AMOUNT (COLLECTIVELY “ LOSSES ”) TO THE EXTENT SUCH LOSSES ARE, DIRECTLY OR INDIRECTLY CAUSED BY, CONNECTED WITH, OR ARISE OUT OF THE INDEMNIFYING PARTY’S FAILURE TO COMPLY, OR ANY PRODUCTS DELIVERED BY THE INDEMNIFYING PARTY’S FAILURE TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, ORDINANCES, ORDERS, RULES AND REGULATIONS OR FROM ANY INTENTIONAL OR UNINTENTIONAL ACTION OR OMISSION TO ACT OF THE INDEMNIFYING PARTY, OR ITS MEMBERS, DIRECTORS, OFFICERS, MANGERS, AGENTS AND EMPLOYEES. IN THE EVENT THAT ANY SUCH INCIDENT THAT LEADS TO ANY CLAIM FOR INDEMNIFICATION IS THE RESULT OF INTENTIONAL OR UNINTENTIONAL CONDUCT OF BOTH PARTIES, EACH PARTY AGREES THAT IT SHALL BE LIABLE TO REIMBURSE AND INDEMNIFY THE OTHER PARTY TO THE EXTENT THAT LIABILITY AND RESPONSIBILITY WOULD BE APPORTIONED TO SUCH PARTY IN ACCORDANCE WITH THE LAWS OF COMPARATIVE NEGLIGENCE. TO RECEIVE THE FOREGOING INDEMNITY, THE PARTY SEEKING INDEMNIFICATION MUST NOTIFY THE

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INDEMNIFYING PARTY IN WRITING OF A CLAIM PROMPTLY AND PROVIDE ALL COOPERATION REASONABLY REQUESTED BY THE INDEMNIFYING PARTY (AT THE EXPENSE OF THE INDEMNIFYING PARTY). For the avoidance of doubt, WRC and WRSW shall be jointly and severally liable for all obligations of Buyer hereunder and treated as a single party for purposes of this Section 7.11.

7.12 Severability . Any term or provision of this Agreement that is held to be invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

7.13 No Third Party Beneficiaries . It is expressly understood that the provisions of this Agreement do not impart enforceable rights in anyone who is not a Party or successor or permitted assignee of a Party.

7.14 Counterparts . This Agreement may be executed in one or more counterparts, any or all of which shall constitute one and the same instrument. Either Party, at its option, may supply any document required by or referenced in this Agreement in either paper or electronic form (including, but not limited to, an electronically imaged, faxed, photocopied, or online posted version), and any such version shall be sufficient for all purposes under this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

Solely for purposes of the undertakings set forth in Section 3.7:

[Signature Page to Product Supply Agreement]

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EXHIBIT A

DEFINITIONS

Capitalized terms used throughout the Agreement and not otherwise specifically defined elsewhere shall have the meanings set forth in this Exhibit A .

“ Applicable Law ” means any applicable statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect.

“ Barrel ”, “ barrel ”, or “ BBL ” means a volume equal to 42 U.S. gallons at 60 degrees Fahrenheit under one atmosphere of pressure. “ bpd ” means Barrels per day.

“ Business Day ” means a Day, other than a Saturday or Sunday, on which banks in New York, New York are open for the general transaction of business.

“ Committed Volumes ” shall have the meaning prescribed to such term in the FDSA.

“ Daily Terminal Volume ” means, for each Product at a Terminal, the Terminal Volume at such Terminal for such Product divided by the number of Days in the Supply Period associated with such Terminal Volume.

“ Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“ Month ” means a calendar month.

“ Non-Delivered Rack Sales ” means sales by Buyer to third parties of Products at the Terminals on a non-delivered basis.

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“ Outage ” means, with respect to any Product at a Terminal, the planned or unplanned (due to a Force Majeure Event or otherwise) failure or inability of Seller to deliver the Product at the relevant Terminal to or for the account of Buyer.

“ Products ” means, in each of its grades, gasoline, gasohol, diesel, biodiesel and other products (including branded and unbranded products). “ Product ” means one of the Products.

“ Product Price ” means, for each Product, the price indicated, or calculated using the formula set forth, as applicable, on the attached Exhibit C , such Product Price to apply to all transactions made pursuant to a Supply Commitment under this Agreement.

“ Product Sales Terms ” means the terms set forth on the attached Exhibit D .

“ Product Specifications ” means the commodity specifications for the Products that are required to be met by Applicable Law and customary industry standards.

“ Ratable Basis ” means the purchase by Buyer of a volume of Product that is less than 200% of the Daily Terminal Volume for such Product at the relevant Terminal.

“ RFG ” means Reformulated Gasoline, as defined by the Environmental Protection Agency.

“ RFS-2 RIN ” means a Renewable Fuel Standard-2 Renewable Identification Number issued by the Environmental Protection Agency.

“ RVP ” means Reid Vapor Pressure, as defined by the Environmental Protection Agency.

“ Stipulated Product Commitment ” means not less than 90% or more than 110% of 79,000 bpd (as such amount may be increased pursuant to Section 2.1 ) of Products multiplied by the number of Days in a given Supply Period.

“ Supply Period ” means any period from the first Day of a Month through the last Day of such Month, inclusive.

“ Terminals ” means the light products truck loading terminals listed in Exhibit B . “ Terminal ” means one of the Terminals.

“ Terminal Volume ” means, for each Terminal, the estimated portion of the Stipulated Product Commitment to be delivered to such Terminal during a Supply Period as set forth in the Forecast for such Supply Period.

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EXHIBIT B

TERMINALS

Tucson (KM) Terminal located at 3735 S Dodge Blvd, Tucson AZ 85713

Tucson (HEP) Terminal located at 3605 S Dodge Blvd, Tucson AZ 85713

Phoenix (KM) Terminal located at 5325 W Van Buren St, Phoenix AZ 85043

Phoenix (CalJet) Terminal located at 125 N 53rd Ave, Phoenix AZ 85043

Albuquerque Terminal located at 3209 Broadway SE, Albuquerque NM 87105

Gallup Terminal located at I-40 Exit 39, Jamestown NM 87347 (PO Box 929, Jamestown, NM)

Bloomfield Terminal located at 50 County Rd 4990, Bloomfield NM 87413

El Paso Terminal located at 6500 Trowbridge Dr, El Paso TX 79905

Las Vegas (KM) Terminal located at 5049 N. Sloan Lane, Las Vegas NV 89115

Las Vegas (HEP) Terminal located at 6226 W Sahara Ave, Las Vegas NV 89146

Imperial (KM) Terminal located at 345 W Aten Rd, Imperial CA 92251

Road Forks (DIG) Terminal located at 3155 Highway 80, Road Forks NM 88045

Exhibit B

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EXHIBIT C

PRODUCT PRICING

*** [three pages omitted]

Exhibit C

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EXHIBIT D

PRODUCT SALES TERMS

Capitalized terms used but not defined in this Exhibit D have the meanings given to them in the Agreement.

1. Invoicing/Payment .

(a) In connection with each sale of a Product to Buyer, Seller will issue a provisional invoice calculated using the applicable Price for the Product. Buyer’s payment terms shall be ***, and payment shall be by EFT. Notwithstanding the foregoing, if, at any time during the Term of this Agreement, the amount of Buyer’s accounts receivable less its accounts payable (each calculated in accordance with generally accepted accounting principles consistently applied) (“ Buyer’s Net Working Capital ”) is more than $*** million (such excess, the “ NWC Excess ”), Buyer may provide written notice to Seller of such NWC Excess, together with documentation supporting such NWC Excess. Buyer agrees to use commercially reasonable efforts to reduce such NWC Excess, and Seller agrees to revise the payment terms set forth in this Section 1(a) as may be reasonably necessary to mitigate the amount of any NWC Excess.

(b) A final invoice for all Products sold by Seller to Buyer in a Supply Period, calculated using the applicable Product Prices under the formulas set forth on Exhibit B to the Agreement, will be issued by Seller on or before the 15th Day of the following Supply Period.

(c) Buyer shall pay Seller for delivered Product(s) in U.S. dollars without any adjustments, discounts, or setoffs, on or before the due date. All past due payments hereunder shall bear interest from the date due until the date paid at the rate of one and one-half percent (1  ¹ / ₂ %) per Month or at the maximum rate authorized by law, whichever is less. Buyer shall pay all Seller’s costs (including court costs and reasonable attorney’s fees) of collecting past due payments. Accounts that are past due will be ineligible for applicable allowance, deductions, or discounts, if any.

(d) Refunds due from Seller to Buyer under a final invoice on Buyer’s purchases of a Product in a Supply Period will be credited to Seller’s invoices for Buyer’s purchases of the Product in the following Supply Period, commencing with Buyer’s first purchase of the Product in the following Supply Period and continuing until the refund is credited in full.

2. Taxes . When applicable laws, ordinances, regulations and other governmental directives (hereinafter referred to as the “laws”) permit, Buyer shall assume and be responsible to the proper governmental units for any and all federal, state, and local taxes, excise, charges and inspection and other fees (hereinafter referred to as “taxes”) now or hereafter imposed by any Governmental Authority or authority that may be applicable to the sale, delivery or

Exhibit D

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transportation of the Products sold hereunder. In those cases in which the laws impose upon Seller the obligation to collect or pay such taxes, Seller shall pay the amounts for which Seller shall be liable, however Buyer shall reimburse to Seller the amount of any such taxes paid by Seller, as any such payment is not included in the prices for Products otherwise herein provided for, and shall be in addition thereto. If any such payment from Buyer to Seller is prohibited by existing or future act or request of a Governmental Authority or person purporting to act with governmental authority, Seller shall have the right to terminate this Agreement upon 30 Days’ notice to Buyer. If Buyer is entitled to purchase Products free of any such tax, or at a reduced rate of tax, Buyer shall furnish to Seller proper exemption certificates, or other required documentation, to cover such purchase or purchases.

3. Delivery . All sales shall be free on board the relevant Terminal. Title and risk of loss shall pass to Buyer at the relevant Terminal as Product passes the transport truck or railcar inlet flange, barge permanent hose connection, or pipeline upstream flange, as applicable. Prior to such point, Seller shall have full title and risk of loss to such Product.

4. Quantity and Inspection . Unless otherwise agreed, quantities delivered to Buyer shall be determined into or from pipelines according to terminal tank gauges or calibrated meters. Either Party may require that Product quantity and quality be determined by a jointly-selected, licensed petroleum inspector, whose findings shall be conclusive. Customary inspection costs shall be shared equally, but additional services shall be paid for by the Party requesting them. Objections to measurement, including claims for shortage, for quantities delivered from Seller’s facility must be made to Seller within ten (10) Days from the date of delivery. All volumes of delivered Product(s) shall be corrected for temperature to 60 degrees Fahrenheit. This correction shall be made for any petroleum Products delivered hereunder in accordance with ASTM D-1250, Table 6B in its latest revision. The term “gallon” means a U.S. gallon of 231 cubic inches. All measurements and/or tests shall be made in accordance with the latest standards or guidelines published by the American Petroleum Institute or ASTM International (“ ASTM ”).

5. Compliance With Laws . Seller shall comply with all laws, regulations, and standards applicable to the manufacture, storage, sale, and transportation of motor fuel applicable at the relevant Terminal. Buyer shall include provisions in its agreements requiring its customers to comply with all laws, regulations and standards applicable to the transportation, storage, use, and disposition of Products, and Buyer shall not deliver, or allow to be delivered, to a RVP or RFG control area any Product that would be in violation of Environment Protection Agency regulations applicable to that area.

6. Safety and Health . Buyer acknowledges receipt of Seller’s Material Safety Data Sheet for the Product and is aware of the known hazards and risks in handling the Product. Buyer shall take all necessary steps to inform its employees, agents, and customers of any hazards and risks associated with use or handling of the Product including distribution of the Material Safety Data Sheet.

Exhibit D

Page 2 of 4

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

7. Warranties .

(a) SELLER WARRANTS THAT THE PRODUCT SOLD IS OF THE KIND AND QUALITY DESCRIBED IN THIS AGREEMENT, AND THAT SELLER HAS GOOD TITLE TO THE PRODUCT. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ANY OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO DESCRIPTION OF THE PRODUCT, QUALITY OF THE PRODUCT, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR USE OR OTHER WARRANTY OF QUALITY, WHETHER EXPRESS OR IMPLIED. BUYER ACKNOWLEDGES THAT SELLER SHALL IN NO WAY BE RESPONSIBLE OR LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY USE OF THE PRODUCT. BUYER ACKNOWLEDGES THAT BUYER HAS NOT AND DOES NOT RELY ON SELLER’S SKILL OR JUDGMENT WITH REGARD TO THE SELECTION OF THE PRODUCT AS FIT OR SUITABLE FOR ANY PARTICULAR PURPOSE. BUYER’S EXCLUSIVE REMEDY FOR ANY AND ALL LOSSES AND OTHER DAMAGE RESULTING FROM SALE OF PRODUCT PURSUANT TO THE AGREEMENT, ANY SPECIAL PROVISIONS AND THESE GENERAL TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR STRICT LIABILITY SHALL BE LIMITED, AT SELLER’S OPTION, EITHER TO REPLACEMENT OF THE PRODUCT OR REFUND OF THE PURCHASE PRICE FOR THE NONCONFORMING PRODUCT.

(b) Should it appear that Seller furnished nonconforming Product, Buyer must provide written proof thereof in sufficient detail for Seller to evaluate the claim within ten (10) Days of the date on which Buyer learned that such Product was nonconforming. Seller retains the right to test any sample of the Products taken, to inspect the facility from which the sample was taken or to take its own sample of any allegedly defective or off specification Products.

8. Waiver of Consequential Damages . NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, AND NOTWITHSTANDING KNOWLEDGE, IF ANY, OF A PARTY OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, FOR ANY LOST PROFITS, OR SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, FROM SALE OF PRODUCT UNDER THE AGREEMENT OR FROM THE USE OR RESALE THEREOF, HOWEVER SAME MAY BE CAUSED AND REGARDLESS OF THE SOLE OR CONCURRENT NEGLIGENCE OF THE OTHER PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF, OR OTHERWISE COULD HAVE ANTICIPATED THE POSSIBILITY OF, SUCH DAMAGES OR LIABILITIES IN ADVANCE. THE PARTIES AGREE THAT THE RESTRICTIONS AND LIMITATIONS ON DAMAGES CONTAINED IN THIS AGREEMENT DO NOT DEPRIVE THE PARTIES OF MINIMUM ADEQUATE REMEDIES AS CONTEMPLATED IN TEXAS UCC SECTION 2-719. The foregoing limitation is not intended and shall not limit any damages incurred by any third party and covered under any indemnity hereunder.

Exhibit D

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SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

9. Survival of Obligations . Obligations arising under paragraphs 2, 5, 7, and 8 shall survive termination or expiration of the Agreement.

Exhibit D

Page 4 of 4

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

In Month 12, $4 goes against the Month 1 shortfall which when combined with the $1 from Month 4 makes a total of $5 that should be applied to the Month 1 shortfall payment - thus the remaining $5 of the Month 1 shortfall payment drops off. As a result, $3 would remain in the Tracking Account from Month 3.

In month 13, $3 is still left in the Tracking Account and available for “repayment” back to Buyer.

Exhibit E

Page 1 of 1

Exhibit 10.2

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

FUEL DISTRIBUTION AND SUPPLY AGREEMENT

Between

WESTERN REFINING WHOLESALE, LLC

And

WESTERN REFINING SOUTHWEST, INC.

Dated as of October 15, 2014

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

TABLE OF CONTENTS

i

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

FUEL DISTRIBUTION AND SUPPLY AGREEMENT

This Fuel Distribution and Supply Agreement (this “ Agreement ”) is dated as of October 15, 2014 (the “ Effective Date ”), and is made and entered into by and between Western Refining Wholesale, LLC, a Delaware limited liability company (“ Seller ”), and Western Refining Southwest, Inc., an Arizona corporation (“ WRSW ” and, collectively with all of its divisions, subsidiaries or affiliates, other than the Partnership (as defined below) and its subsidiaries, “ Purchaser ”). Seller and Purchaser are individually referred to as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS, Seller is a wholly-owned subsidiary of Western Refining Logistics, LP, a Delaware limited partnership (the “ Partnership ”).

WHEREAS, the Partnership, Western Refining Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “ General Partner ”), WRSW and Western Refining, Inc., a Delaware corporation (“ WNR ”), have entered into a Contribution, Conveyance and Assumption Agreement of even date herewith in which the Partnership and WRSW agreed to enter into a fuel distribution agreement for the exclusive right and obligation of the Partnership to distribute motor fuels sold by the Purchaser at the WNR Sites (defined below) pursuant to the terms of this Agreement.

WHEREAS, WRSW, Western Refining Company, L.P., a Delaware limited partnership (“ WRC ”), and Seller have entered into a Product Supply Agreement of even date herewith (the “ Product Supply Agreement ”), pursuant to which WRSW and WRC have agreed to provide certain volumes of Product (as defined therein) to Seller.

In consideration of the mutual promises herein contained, the Parties hereby agree as follows:

1. Term .

(a) Unless earlier terminated as provided herein, this Agreement shall be effective as of the Effective Date and will remain in effect until the ten (10) year anniversary of the Effective Date (the “ Initial Term ”).

(b) The Initial Term and any mutually agreed extensions thereof shall be referred to herein as the “ Term ”.

2. Fuel Sales .

(a) Subject to the terms and conditions set forth in this Agreement, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and accept delivery of, 645,000

1

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

Barrels per Month (as defined below) (as increased pursuant to Section 4 , the “ Committed Volume ”) of branded and unbranded motor fuels required by Purchaser for resale at all WNR Stores and all Cardlock Outlets listed on Schedule 1 attached hereto (as amended from time to time, the “ WNR Sites ”).

(b) Purchaser shall purchase, receive and pay for such branded and unbranded motor fuels, including branded product(s) under designated trademarks, service marks, trade names, brand names, or other brand identifications (the “ Proprietary Marks ”) and other unbranded products, under the terms and conditions specifically set forth in the commodity schedule attached hereto as Exhibit A and made a part hereof (the “ Commodity Schedule ”). Seller’s counterparties under certain agreements (“ Branded Marketer Agreements ”), pursuant to which Seller has the right to provide branded products under each such counterparty’s Proprietary Marks (for example, Shell Oil Products, USA), and their successor(s) and assigns are each referred to hereinafter as the “ Branded Marketer ” and collectively as “ Branded Marketers ”.

(c) Nothing in this Agreement grants Purchaser an exclusive territory to market and resell any petroleum products. Seller reserves the right to market and sell, and authorize others to market and sell, petroleum products in any manner Seller chooses, including through its own retail outlets or through designated wholesalers or other retailers.

(d) Purchaser shall purchase all branded and unbranded motor fuels on a Ratable Basis during each Month. Seller may restrict or deny supply of branded and unbranded motor fuels on any given day when Purchaser is not purchasing such product on a Ratable Basis; however, any such restriction imposed by Seller on any given day will not reduce the Committed Volume for that Month. Subject to this Section 2(d) , Seller shall deliver the Committed Volumes.

(e) For purposes of the foregoing:

(i) “ Barrel ”, “ barrel ”, or “ BBL ” means a volume equal to 42 U.S. gallons at 60 degrees Fahrenheit under one atmosphere of pressure. “ bpd ” means Barrels per day.

(ii) “ Daily Committed Volume ” means the Committed Volume divided by the number of days in the applicable Month.

(iii) “ Month ” means a calendar month.

(iv) “ Ratable Basis ” means the purchase by Purchaser on a daily basis of a volume of branded and unbranded motor fuels that is less than 200% of the Daily Committed Volume.

3. Shortfall Payment and Pricing Adjustments .

2

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(a) In any Month where Purchaser fails to purchase at least the Committed Volume of branded and unbranded motor fuels (a “ Shortfall Month ”), Purchaser agrees to pay to Seller an amount equal to the product of the (i) Committed Volume Shortfall and (ii) three cents ($0.03) per gallon (each a “ Shortfall Payment ”). Such amount shall be due within fifteen (15) days after the last day of such Shortfall Month.

(b) Any Shortfall Payments paid by Purchaser under this Agreement shall be added to a virtual tracking account (the “ Tracking Account ”) and will remain “available” for repayment (i.e., included in the balance of the Tracking Account) in the form of an Applicable Credit Amount (as defined below) for a period of twelve (12) Months from the end of the Shortfall Month for which such payments relate. The amount of any Shortfall Payments included in the Tracking Account will be reduced by the sum of (i) the amount of any Applicable Credit Amounts where such Applicable Credit Amounts are applied to reduce the balance of the oldest Shortfall Payment made within the previous twelve (12) Months and (ii) the amount of any Shortfall Payments that are no longer “available” for repayment because they were not “repaid” within twelve (12) Months from the end of the Shortfall Month for which they were made. An illustration of the Tracking Account calculation is set forth on Exhibit D . The funds in the Tracking Account will be available to be “repaid” by Purchaser in the form of an Applicable Credit Amount in any subsequent Overage Month (as defined below).

(c) In any Month where Purchaser purchases volumes in excess of the Committed Volume (an “ Overage Month ”), Seller will apply as a credit for purchases in such Month, the Applicable Credit Amount, if any, for such Overage Month; provided that, such credit will only be due if and to the extent that the Tracking Account has a positive balance.

(d) Within fifteen (15) days after the end of each Month, Seller will deliver to Purchaser a statement showing the purchases by Purchaser of branded and unbranded motor fuels during the Month just-ended and stating the amount of any Shortfall Payment or Applicable Credit Amount due for such Month.

(e) For purposes of the foregoing:

(i) “ Committed Volume Shortfall ” means, for any Shortfall Month, an amount (converted to gallons) equal to the difference between (A) the Committed Volume and (B) the actual amount of branded and unbranded motor fuels purchased by Purchaser during such Month. The Committed Volume Shortfall cannot be less than zero.

(ii) “ Committed Volume Overage ” means, for any Overage Month, an amount (converted to gallons) equal to the difference between (A) the actual amount of branded and unbranded motor fuels purchased by Purchaser during such Month and (B) the Committed Volume. The Committed Volume Overage cannot be less than zero.

3

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(iii) “ Applicable Credit Amount ” means, for any Overage Month, an amount equal to the product of (A) three cents ($0.03) per gallon and (B) the amount of the Committed Volume Overage for such Month.

4. Volume Increases .

(a) Purchaser may increase its purchased volumes by up to 5 million gallons in any calendar year to service the WNR Sites or new locations. If any such increase is effected, the Committed Volume going forward shall be deemed to be increased by a correlative amount. By way of example only, if Purchaser increases its purchased volumes by 4.2 million gallons in a given calendar year, then the Committed Volume going forward shall be increased by 8,333.33 Barrels per Month.

(b) If Purchaser desires to increase its purchased volumes by more than 5 million gallons during any calendar year:

(i) Purchaser must provide notice to Seller of the locations and the aggregate amount of gallons of product that Purchaser will require at such locations; and

(ii) if Seller agrees to provide this additional supply, then, the amount of the Committed Volume shall be adjusted accordingly and Seller shall pay Purchaser an amount calculated in accordance with Exhibit C .

(c) For purposes of clarity, Purchaser agrees that any of its incremental branded and unbranded motor fuel needs will first be offered to Seller and only if Seller is unwilling to make such volumes available to Purchaser for purchase in accordance with the terms of this Agreement will Purchaser be permitted to purchase such branded and unbranded motor fuel from a third party.

5. Products; Terms of Sale . The Commodity Schedule and the additional sales terms described in Exhibit B attached hereto (the “ Additional Sales Terms ”) describe all of the branded and unbranded motor fuels covered by this Agreement and shall apply to all sales of branded and unbranded motor fuels by Seller to Purchaser pursuant to this Agreement.

6. Allocations . If during the Term of this Agreement, the amount of any branded and unbranded motor fuel volumes that Seller is required to deliver to Purchaser is prescribed by government rules, regulations or orders, or if for any reason Seller’s supplies of branded and unbranded motor fuel are inadequate to meet the needs of Purchaser and Seller’s other customers, Seller, in its sole discretion, may allocate branded and unbranded motor fuel to Purchaser and Seller’s other customers and any shortfall in volumes requested by Purchaser shall not be deemed to be a breach of this Agreement. In the event that Seller is unable to distribute all branded and unbranded motor fuel volumes that Purchaser desires to purchase from Seller, Purchaser may temporarily purchase from third parties its requirements of any branded and unbranded motor fuel volumes in excess of the amounts of such branded and unbranded motor fuel supplied by the Seller.

4

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

7. Credit Cards .

(a) As long as a Branded Marketer accepts specified credit cards, fleet cards, debit cards, or other similar transaction authorization cards (the “ Transaction Cards ”), Purchaser shall accept and honor all Transaction Cards identified in Branded Marketer’s Transaction Card manuals or other guidelines or agreements, whether in written or electronic form (the “ Branded Marketer Card Guide ”), for the purchase of authorized products and services at all locations branded with Branded Marketer’s Brand.

(b) Given how the Branded Marketer Agreements are structured, the money for Transaction Card transactions at the WNR Sites may be paid directly to Seller. In such instances, those amounts will be treated as a payment by Purchaser under this Agreement. For each Transaction Card transaction not authorized, disputed by a customer, or otherwise subject to charge back under the Branded Marketer Card Guide, Seller may either charge the amount to Purchaser’s account or require Purchaser to make immediate refund to Seller, including refund by draft or Electronic Funds Transfer (“ EFT ”), without any deduction for any processing fee. Notwithstanding anything contained herein, Purchaser shall be entirely responsible for all amounts due and payable hereunder and will only be entitled to a credit for amounts actually received and retained (i.e. not subsequently required to be repaid or otherwise returned) by Seller from Transaction Card transactions.

(c) Purchaser acknowledges receipt of a copy of the Branded Marketer Card Guide and shall comply fully with the operating rules, terms and conditions thereof. Without limiting any rights or remedies available to Seller, if Purchaser fails to comply with this Section 7 , Seller or Branded Marketer may limit or terminate Purchaser’s right to participate in Branded Marketer’s Transaction Card program or Purchaser’s right to use Branded Marketer’s Proprietary Marks.

(d) Purchaser understands and acknowledges that the Payment Card Industry Data Security Standard (as amended from time to time, the “ PCI DSS ”) contains clearly defined standards setting forth the duties of merchants, like the Purchaser, to secure sensitive cardholder data. Purchaser is and shall remain informed of the PCI DSS as the PCI DSS pertains to the Purchaser’s business at the WNR Sites. In addition to the requirements of the Branded Marketer Card Guide, Purchaser shall at all times during the term of this Agreement, and at its sole expense, (i) comply with the PCI DSS; (ii) cause all point-of-sale (“ POS ”) and other related network hardware and software at the WNR Sites to be, and remain, PCI DSS certified and compliant; (iii) regularly monitor, test, and/or assess the POS and related hardware and software at the WNR Sites pursuant to the PCI DSS; and (iv) permit Seller and/or any Branded Marketer and/or Transaction Card representative to inspect and/or test the POS and other related network hardware and software at the WNR Sites.

5

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(e) Purchaser shall indemnify, defend and hold Seller harmless for any and all losses, fines, penalties, damages, costs or expenses including without limitation attorney’s fees, arising out of the Purchaser’s breach or violation of, or failure to comply with, (i) the PCI DSS, (ii) any other requirements imposed on the operations of Purchaser’s WNR Sites under the Branded Marketer Agreements, including any Image and Operations Guidelines (as defined below), or (iii) the Branded Marketer Card Guide. The indemnity provision contained in this Section 7(e) shall survive termination or expiration of this Agreement.

8. Trademarks .

(a) Subject to the approval of the applicable Branded Marketers, Seller grants to Purchaser the non-exclusive right to use such Branded Marketer’s Proprietary Marks, if applicable, at the WNR Sites in connection with the advertising, marketing, and resale of the branded petroleum products purchased from Seller under this Agreement. Purchaser agrees that with respect to any WNR Site where it sells the product of a Branded Marketer, petroleum products of other Branded Marketers or unbranded products will not be sold by Purchaser under such Branded Marketer’s Proprietary Marks. Purchaser understands, acknowledges, and agrees that the applicable Branded Marketers may promulgate from time to time standards, policies, guidelines, procedures, marketing programs and other requirements regarding image, signage, appearance, station operations, and other matters related to the sale of branded and unbranded motor fuels under the Proprietary Marks of such Branded Marketers (“ Image and Operations Guidelines ”). Purchaser shall, at its own expense, comply fully with the Image and Operations Guidelines of the applicable Branded Marketers and cause its employees to do the same.

(b) Subject to Purchaser’s approval, which shall not be unreasonably withheld, Seller shall have the right to substitute the Proprietary Marks of another Branded Marketer or any new supplier for any existing Branded Marketer for any WNR Site (each such substitute, a “ Substituted Branded Marketer ”). In the event of such substitution, all references to the Branded Marketer in this Agreement shall be deemed to refer to the Substituted Branded Marketer and all references to the Proprietary Marks shall be deemed to refer to the Proprietary Marks of said Substituted Branded Marketer.

(c) Purchaser shall provide at least sixty (60) days’ advance written notice to Seller if Purchaser desires to a change of brand at any WNR Site, which notice shall include the site location, address, estimated volume by product, brand and effective date of such change. Seller shall use commercially reasonable efforts to obtain authorization from the requested Branded Marketer for such brand change. If brand authorization is not obtained, Seller shall either (i) continue supplying the existing brand, or (ii) supply unbranded product, subject to Purchaser reimbursing Seller for any costs incurred by Seller as the result of any such rebranding (or attempted rebranding).

(d) In all circumstances, any costs related to branding or debranding a WNR Site will be at the expense of Purchaser, and any penalties or costs, including, but not limited to, image repayment or recapture obligation, incurred by Seller as the result of debranding a site will be passed through to Purchaser.

6

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(e) Upon termination, nonrenewal, or expiration of this Agreement or prior thereto upon demand by Seller or Branded Marketer, Purchaser’s right to use the Proprietary Marks will terminate, and Purchaser shall discontinue the posting, mounting, display or other use of the applicable Branded Marketers’ Proprietary Marks. In the event that Purchaser fails to do so to the satisfaction of Seller or Branded Marketer, subject to applicable law, Seller and Branded Marketer (i) shall have the right to cause any and all signage, placards, and other displays bearing the Proprietary Marks to be removed from the WNR Sites; and (ii) shall have the right to use any means necessary to remove, cover or obliterate the Proprietary Marks, including entry to the WNR Sites to do so. In the event the Seller or Branded Marketer take any such action hereunder, Purchaser shall bear all costs and expenses thereof, including without limitation the costs of removing, obliterating, or covering the Proprietary Marks and attorney fees and other legal costs and expenses. Under no circumstances will Purchaser display signage bearing the Proprietary Marks of the applicable Branded Marketer at any WNR Site without the prior written approval of Seller.

(f) Purchaser acknowledges and understands that it is not an owner or a licensee of the Proprietary Marks. Purchaser shall not mix, commingle, blend, adulterate, or otherwise change the composition of any of the product(s) purchased hereunder and resold by Purchaser at a particular WNR Site under said Proprietary Marks of the Branded Marketer of such WNR Site with other products or substances in any manner.

(g) Seller and the applicable Branded Marketers are hereby given the right to enter the WNR Sites to examine at any time, and from time to time, the contents of Purchaser’s tanks or containers in which said product(s) purchased hereunder are stored and to take samples therefrom, and if in the opinion of Seller or Branded Marketer any samples thus taken are not said product(s) and in the condition in which delivered by Seller to Purchaser then Seller may at its option terminate this Agreement.

(h) Purchaser shall take no action, or otherwise do anything, or fail to do anything that will diminish, reduce, injure, dilute, or otherwise damage the value of the Proprietary Marks or trademarks or other identifications of Branded Marketer.

(i) Notwithstanding anything contained herein to the contrary, upon the termination or expiration of any Branded Marketer Agreement or Branded Marketer’s revocation of Seller’s right to use or grant the use of its Proprietary Marks, Seller may, in its sole and absolute discretion, upon sixty (60) days’ prior notice, either (a) terminate such affected WNR Sites from this Agreement, (b) substitute another Branded Marketer’s Proprietary Marks at Purchaser’s expense at such affected WNR Sites or (c) supply unbranded products at such affected WNR Sites. Seller will not be liable for the consequences of such loss.

7

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

9. Customer Service and Complaints . While using the Proprietary Marks, Purchaser shall render appropriate, prompt, efficient, courteous service at the WNR Stores to Purchaser’s customers for such product(s) and respond expeditiously to all complaints of such customers, making fair adjustment when appropriate.

10. Quality, Specification or Name of Product . From time to time, Seller’s Branded Marketers may change the quality, grade, specifications, or availability of products covered by this Agreement and in such event Seller may change or alter the quality, grade or specifications. Seller may, in its discretion, upon giving notice to Purchaser, either change or alter (a) the quality, grade, or specifications of any product(s) covered by this Agreement or (b) the availability of any such product(s). Any such change or discontinuation shall not affect the purchase requirements set forth in the Commodity Schedule attached hereto. Seller shall give Purchaser written notice of discontinuance of the manufacture of any product(s) covered by this Agreement. This Agreement shall terminate as to such discontinued product(s) when such notice is effective.

11. Force Majeure; Failure To Perform .

(a) As soon as possible upon the occurrence of a Force Majeure (as defined below), the Party affected by such Force Majeure shall provide written notice of the occurrence of such Force Majeure (a “ Force Majeure Occurrence Notice ”). The Party affected by such Force Majeure shall identify in such Force Majeure Occurrence Notice the approximate length of time that such Party reasonably believes in good faith such Force Majeure shall continue.

(b) The obligations under this Agreement of the Party affected by such Force Majeure shall be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure. The Party affected by such Force Majeure shall use commercially reasonable efforts to overcome such Force Majeure but shall not be obligated under this Agreement to settle any strike or labor dispute.

(c) As soon as possible upon the cessation of a Force Majeure, the Party affected by such Force Majeure shall provide written notice of the cessation of such Force Majeure (a “ Force Majeure Cessation Notice ”). The Party restricted by such Force Majeure shall identify in such Force Majeure Cessation Notice the date on which such Force Majeure ceased to exist.

(d) Seller shall be under no obligation to make deliveries hereunder at any time when in Seller’s sole judgment it has reason to believe that such delivery would likely cause strikes to be called against it or cause its properties to be picketed.

(e) Seller shall not be required to make up deliveries omitted on account of any of the causes set forth in Sections 11(a) through (d) .

8

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(f) Nothing in this Section 11 shall excuse any Party from complying with its obligations under this Agreement arising prior to the occurrence of such Force Majeure, including any obligation to make payments when due under this Agreement.

(g) Notwithstanding anything contained herein to the contrary, if (i) the Party affected by an event of Force Majeure (the “ Affected Party ”) is unable to resume the performance of its obligations under this Agreement within two (2) years after the event of Force Majeure despite using its commercially reasonable efforts to overcome such event in accordance with this Section 11 , then the Affected Party may, upon written notice to the other Party, terminate this Agreement or (ii) the Affected Party is unable to resume performance of its obligations under this Agreement within six (6) Months after the event of Force Majeure, then the other Party may, upon written notice to the Affected Party, terminate this Agreement; provided that, in either case any payment obligations accruing up to and through the date of such termination shall remain outstanding and shall continue to be due and payable following the termination of this Agreement.

(h) “ Force Majeure ” means circumstances not reasonably within the control of the Parties and which, by the exercise of reasonable efforts, the Parties are unable to prevent or overcome that prevent (i) Seller from delivering products to Purchaser at the WNR Sites or (ii) Purchaser buying products, including: acts of God, strikes, lockouts or other industrial disturbances, wars, riots, fires, floods, storms, orders of courts or Governmental Authorities, governmental request or requisition for national defense, explosions, terrorist acts, breakage, accident to machinery, storage tanks or lines of pipe and inability to obtain or unavoidable delays in obtaining material or equipment, delays of other carriers, local or national disruptions to transportation networks or operations, fuel shortages and similar events and, as to Seller, the failure by either WRSW or WRC to provide supply under the Product Supply Agreement.

12. Purchaser’s Insurance Requirements . Purchaser shall maintain insurance policies of the type and amount as Purchaser has historically maintained. Pursuant to that certain Omnibus Agreement dated as of October 16, 2013, by and among WNR, Partnership, General Partner, Seller, WRSW, and WRC (the “ Omnibus Agreement ”), it is currently anticipated that WNR or one of its affiliates will provide Purchaser with all necessary insurance coverage and Purchaser shall reimburse WNR for the insurance premiums as set forth therein. To the extent that WNR fails or otherwise is no longer obligated to provide such insurance coverage pursuant to the Omnibus Agreement, Purchaser agrees to purchase replacement policies at its sole cost and expense. The insurance required hereunder in no way limits or restricts Purchaser’s obligations under law or this Agreement as to indemnification of Seller.

13. Suspension of Deliveries; Termination .

(a) Seller may suspend deliveries or terminate this Agreement if Purchaser: (i)(A) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar

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Applicable Law, or has any such petition filed or commenced against it, and, with respect to any involuntary filings, such filing has not been dismissed within sixty (60) days (B) makes an assignment or any general arrangement for the benefit of creditors, (C) otherwise becomes bankrupt or insolvent (however evidenced) or (D) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, and, with respect to any involuntary appointment, such appointment has not been dismissed within sixty (60) days; (ii) breaches any provision of this Agreement; or (iii) loses its charter or is otherwise prevented from doing business in accordance with applicable law.

(b) With one hundred eighty (180) days’ advance written notice, Purchaser may terminate this Agreement if Seller fails to cure a material breach within sixty (60) days of being notified in writing by Purchaser of such breach.

(c) Purchaser agrees not to engage in or permit any illegal or improper act or conduct, on or about the WNR Sites, which act or conduct is detrimental to Seller or any member of the public. Subject to any other requirements of law, at the option of Seller, Seller may cease deliveries to the applicable WNR Sites until the illegal acts or conduct have been remedied to the satisfaction of Seller and the applicable Branded Marketers or terminate this Agreement with respect to the applicable WNR Site without further notice, (i) upon the failure of Purchaser to desist from any such further acts or conduct after notice from Seller to do so, or (ii) upon Purchaser’s failure to pay any amount when and as due within forty-eight (48) hours of notice of such, and no forbearance, course of dealing, or prior payment shall affect these rights of termination.

(d) Termination of this Agreement by either Party for any reason shall not relieve any party of any obligation theretofore accrued under this Agreement. Sections 8(e) and 13 shall survive the execution and delivery and termination or expiration of this Agreement.

14. Other Provisions .

(a) Confidentiality.

(i) Each Party agrees that it will keep any and all Confidential Information of the other Party strictly confidential and that it will take such steps to protect such Confidential Information as it normally takes to preserve and safeguard its own Confidential Information. Each Party agrees that, without the prior written consent of the other Party, it will not: (A) disclose Confidential Information of the other Party in any manner whatsoever, in whole or in part; (B) use any Confidential Information of the other Party other than in connection with the transaction(s) that is the subject of this Agreement; or (C) transmit the Confidential Information of the other Party to any of its officers, directors, employees, affiliates, agents or representatives who (x) are not aware of the

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confidential nature of such information, or (y) do not need to know the Confidential Information for the sole purpose of assisting with the transaction(s) (collectively, its “ Representatives ”). Each Party shall be responsible for the breach of this Section 14(a)(i) by any of its Representatives.

(ii) For purposes of this Agreement, “ Confidential Information ” shall mean all information, documents, data or materials that is now or in the future provided, acquired or received directly or indirectly by a Party or its agents, employees or contractors either in writing, orally or by observation, relating to the business or operations of other Party or its affiliates, including but not limited to the pricing of product, design, planning, operation or maintenance of the other Party’s equipment, products and business; formulas or process parameters relating to the other Party’s products or proposed products; plans for expansion; information relating to research, development, invention, manufacturing, purchasing, accounting, engineering, marketing, merchandising and selling not generally known in the industry in which the other Party is engaged; any other data, samples, material and/or information specifically identified by the other Party as “Confidential”; and any and all other data, information, findings, documents or other materials arising from or relating to the other Party or the transaction(s) or any work or services performed by it for the other Party, regardless of whether such Confidential Information is generated solely by or as a result of any of its activities; except that Confidential Information shall not include any information that (i) was, at the time of disclosure to the receiving Party, in the public domain; (ii) after disclosure to the receiving Party, is published or otherwise becomes part of the public domain through no fault of the receiving Party; (iii) was in the possession of the receiving Party at the time of disclosure to it and was not the subject of a pre-existing confidentiality obligation; (iv) was received after disclosure to the receiving Party from a third party (other than the disclosing Party’s Affiliates or subcontractors) that was not bound by any duty of confidentiality; or (v) was independently developed by the receiving Party without the use of the Confidential Information of the disclosing Party.

(b) Notices.

(i) Notices, correspondence, invoices, as applicable, and all other communications related to this Agreement shall be addressed as follows:

to Seller at:

1250 W. Washington Street, Suite 101

Tempe, Arizona 85281

Attn: President of Wholesale

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and to Purchaser at:

1250 W. Washington Street, Suite 101

Tempe, Arizona 85281

Attn: General Counsel

With a copy to:

1250 W. Washington Street, Suite 101

Tempe, Arizona 85281

Attn: President of Refining & Marketing

(ii) All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (A) if by transmission by facsimile or hand delivery, when delivered; (B) by e-mail on the next Business Day after delivery, if receipt is confirmed, (C) if mailed via the US Postal Service, five (5) Business Days after mailing, provided said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; or (D) if mailed by an internationally recognized overnight express mail service such as Federal Express, UPS, or DHL Worldwide, one (1) Business Day after deposit therewith prepaid.

(iii) Each Party shall have the right, from time to time, to designate a different address by written notice given in conformity with this Section 14(b) .

(c) Entire Agreement . This Agreement and the attached Exhibits constitutes the entire agreement between the Parties and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed, or implied, with respect to the subject matter hereof.

(d) Construction . Unless the context requires otherwise: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice-versa, (ii) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine and neuter; (iii) references to Articles and Sections refer to Articles and Sections of this Agreement; (iv) references to Exhibits or Schedules refer to the Exhibits or Schedules attached to this Agreement, each of which is made a part hereof for all purposes; (v) the term “include”, “includes”, “including” or words of like report shall be deemed to be followed by the words “without limitation”; (vi) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (vii) references to money refer to legal currency of the United States of America; and (viii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded.

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The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

(e) Dispute Resolution; Governing Law; Jurisdiction.

(i) This Agreement shall be governed and construed in accordance with the substantive laws of the State of Texas without reference to principles of conflicts of law that would result in the application of the laws of another jurisdiction.

(ii) THE PARTIES VOLUNTARILY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA IN HARRIS COUNTY, TEXAS, OVER ANY DISPUTE BETWEEN OR AMONG THE PARTIES ARISING OUT OF THIS AGREEMENT, OTHER THAN A DISPUTE SUBJECT TO SECTION 15(e)(iv) , AND EACH PARTY IRREVOCABLY AGREES THAT ALL SUCH CLAIMS IN RESPECT OF SUCH DISPUTE SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH DISPUTE ARISING OUT OF THIS AGREEMENT BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(iii) EACH OF THE PARTIES HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY DISPUTE OR OTHER PROCEEDING RELATED THERETO BROUGHT IN CONNECTION WITH THIS AGREEMENT.

(iv) Any dispute, controversy or claim, of any and every kind or type, whether based on contract, tort, statute, regulations, or otherwise, between the Parties, arising out of, connected with, or relating in any way to this Agreement or the obligations of the Parties hereunder, including any dispute as to the existence, validity, construction, interpretation, negotiation, performance, non-performance, breach, termination or enforceability of this Agreement (in each case, a “ Dispute ”), shall be resolved solely and exclusively in accordance with the procedures specified in this Section 14(e) . The Parties shall attempt in good faith to resolve any Dispute by mutual discussions within thirty (30) days after the date that one Party gives written notice to the other Parties of such a Dispute in

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accordance with Section 14(b) . If the Dispute is not resolved within such thirty (30) day period, or such longer period that may subsequently be agreed to in writing by the parties to the Dispute, the Dispute shall be finally settled by arbitration administered by JAMS, Inc. (“ JAMS ”) under its Comprehensive Arbitration Rules & Procedures, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall be held in Houston, Texas, and presided over by three arbitrators. If the Dispute is not settled within the above operative time period, the Party providing the aforesaid notice or the Parties receiving such notice may initiate the arbitration with JAMS. The Party who initiates the arbitration with JAMS shall also provide notice to JAMS and the opposing Party at the time of the initiation of the arbitration of the name of the Party selected arbitrator. The opposing Party shall file their answering statement with JAMS within forty-five (45) days of their receipt of the notice of filing from JAMS. The name of their party appointed arbitrator shall be included in such answering statement. The two Party-appointed arbitrators shall select a third arbitrator, who shall serve as the chairperson. The arbitration award shall identify whether there is a prevailing party in the arbitration and include an award in favor of such prevailing party and against each losing party, jointly and severally, for costs and expenses, including the actual litigation fees and costs (including reasonable attorney fees) the prevailing party incurred, excluding any contingent or deferred fees and costs. This agreement to arbitrate shall be binding upon the successors, assignees and any trustee or receiver of any Party.

(f) Cooperation . Each Party will cooperate fully with the other and provide such further information as may be reasonably necessary to fulfill the objectives in this Agreement.

(g) Gifts . No director, employee or agent of Purchaser or of any subcontractor or vendor of Purchaser shall give or receive any commission, fee, rebate, or gift or entertainment of significant cost or value in connection with this Agreement, or enter into any business arrangement with any director, employee or agent of Seller or its parent or affiliated entities other than as a representative of Purchaser, without Seller’s prior written agreement. Purchaser shall promptly notify Seller of any violation of this Section 14(h) .

(h) Amendments . No amendment or modification of the terms of this Agreement shall be binding unless in writing and signed by each Party.

(i) Waiver . No waiver of any right, power, or privilege hereunder shall be binding upon any Party unless in writing and signed by or on behalf of the Party against which the waiver is asserted.

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(j) Assignment . Neither Party shall assign any of its rights or obligations under this Agreement without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however: that either Party may assign this Agreement without the consent of the other Party to an affiliate or in connection with a sale of all or substantially all of the assets of such assigning Party. Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

(k) Severability . Any term or provision of this Agreement that is held to be invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

(l) No Third Party Beneficiaries . It is expressly understood that the provisions of this Agreement do not impart enforceable rights in anyone who is not a Party or successor or permitted assignee of a Party.

(m) Counterparts . This Agreement may be executed in one or more counterparts, any or all of which shall constitute one and the same instrument. Either Party, at its option, may supply any document required by or referenced in this Agreement in either paper or electronic form (including, but not limited to, an electronically imaged, faxed, photocopied, or online posted version), and any such version shall be sufficient for all purposes under this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

[Signature Page for Fuel Distribution and Supply Agreement]

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

SCHEDULE 1

LIST OF INITIAL WNR STORES AND CARDLOCK OUTLETS

*** [eight pages omitted]

Schedule 1

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EXHIBIT A

COMMODITY SCHEDULE

This Commodity Schedule is attached to, and made a part of, a Fuel Distribution and Supply Agreement between Purchaser and Seller dated October 15, 2014 (the “ Agreement ”). Unless otherwise indicated, the capitalized terms used in this Commodity Schedule shall have the same meaning used in the Agreement.

1. Products . All motor fuel products allowed by law to be sold to the general public including branded (to the extent Seller may obtain such branded product) and unbranded motor fuels and shall include, but not limited to, unleaded gasoline, plus unleaded gasoline, supreme unleaded gasoline, diesel fuel. Gasoline products shall include conventional, reformulated and ethanol blended motor fuels.

2. Control . Purchaser is an independent business with the exclusive right to direct and control the business operation at the WNR Sites, including the establishment of the prices at which products are sold.

3. Quantity . All of Purchaser’s requirements for branded and unbranded motor fuels, for delivery upon reasonable notice to Seller at the WNR Sites or as otherwise reasonable directed in writing by the Purchaser.

4. Delivery . Delivery shall be complete on unloading of the tank wagon or transport truck at the designated delivery point (e.g., Purchaser’s retail location).

5. Title . Title to product covered under the Agreement shall pass to Purchaser as it is delivered to Purchaser’s tanks or other storage containers.

6. Risk of Loss . Risk of loss of product shall pass to Purchaser as it is delivered to Purchaser’s tanks or other storage containers.

7. Price .

(a) The Seller’s price per gallon to be paid by Purchaser shall be Seller’s net cost per gallon at the applicable terminal in effect at the time loading commences, plus (i) all applicable taxes and all fees, including State loading and environmental fees, if any, (ii) the cost of transporting the product to Purchaser and (iii) plus Seller’s Margin per gallon as set forth below. Seller will supply branded locations and charge licensing fees, additive costs and apply rebates and incentives as a direct pass through to Buyer and Buyer shall pay all such fees and costs.

Exhibit A

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(b) Seller’s net cost per gallon shall be determined based on the prices paid under the Product Supply Agreement. All prices charged by Seller are subject to the provisions of applicable law.

(c) “ Seller’s Margin ” means, for volumes purchased at WNR Sites pursuant to this Agreement, an amount equal to three cents ($0.03) per gallon.

Exhibit A

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EXHIBIT B

ADDITIONAL SALES TERMS

Capitalized terms used but not defined in this Exhibit B have the meanings given to them in the Agreement.

1. Invoicing/Payment .

(a) The price of the product(s) covered by the Agreement shall be as stated in the Commodity Schedule attached to the Agreement as Exhibit A. Purchaser shall initially pay ***, which may be shortened or lengthened (provided no longer than thirty (30) days) as necessary to be concurrent with Seller’s applicable payment due date to Branded Marketer, by way of EFT, or such other means approved by Seller, for all goods delivered to Purchaser hereunder.

(b) Purchaser will establish a commercial account with a financial institution that provides EFT services and will authorize Seller to initiate transfers of funds between Purchaser’s account and Seller’s accounts for payment of all amounts due to Seller under this Agreement. Should any EFT transaction be rejected by Purchaser’s financial institution for any reason, Seller may, at its sole discretion, require subsequent payments be made in cash or by other means satisfactory to Seller.

(c) If at any time the financial responsibility of Purchaser shall become impaired or unsatisfactory to Seller, or should Purchaser be in arrears in his accounts with Seller, Seller may require, as a condition of making further deliveries under this Agreement, payment by Purchaser of all past due accounts and cash payment prior to, or upon, all such future deliveries or may require Purchaser to provide to Seller adequate assurance of its performance.

(d) All past due payments hereunder shall bear interest from the date due until the date paid at the rate of one and one-half percent (1  ¹ / ₂ %) per Month or at the maximum rate authorized by law, whichever is less. Purchaser shall pay all Seller’s costs (including court costs and reasonable attorney’s fees) of collecting past due payments. Accounts that are past due will be ineligible for applicable allowance, deductions, or discounts, if any.

2. Taxes . When applicable laws, ordinances, regulations and other governmental directives (hereinafter referred to as the “laws”) permit, Purchaser shall assume and be responsible to the proper governmental units for any and all federal, state, and local taxes, excise, charges and inspection and other fees (hereinafter referred to as “taxes”) now or hereafter imposed by any governmental agency or authority that may be applicable to the sale, delivery or transportation of the branded and unbranded motor fuels (“Products”) sold hereunder. In those cases in which the laws impose upon Seller the obligation to collect or pay such taxes, Seller shall pay the amounts for which Seller shall be liable, however Purchaser shall reimburse to Seller the amount of any such taxes paid by Seller, as any such payment is not included in the

Exhibit B

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prices for Products otherwise herein provided for, and shall be in addition thereto. If any such payment is prohibited by existing or future act or request of a governmental authority or person purporting to act with governmental authority, Seller shall have the right to terminate this Agreement upon thirty (30) days’ notice to Purchaser. If Purchaser is entitled to purchase Products free of any such tax, or at a reduced rate of tax, Purchaser shall furnish to Seller proper exemption certificates, or other required documentation, to cover such purchase or purchases.

3. Quantity and Inspection . Unless otherwise agreed, quantities delivered to Purchaser shall be determined into or from tank wagon or transport trucks according to meters at Seller’s facility or standard tank car tables. Either party may require that Product quantity and quality be determined by a jointly-selected, licensed petroleum inspector, whose findings shall be conclusive. Customary inspection costs shall be shared equally, but additional services shall be paid for by the party requesting them. Objections to measurement, including claims for shortage, for quantities delivered from Seller’s facility must be made to Seller within ten (10) calendar days from the date of delivery. All volumes of delivered Product(s) shall be corrected for temperature to 60 degrees Fahrenheit. This correction shall be made for any petroleum Products delivered hereunder in accordance with ASTM D-1250, Table 6B in its latest revision. All measurements and/or tests shall be made in accordance with the latest standards or guidelines published by the American Petroleum Institute or ASTM International (“ ASTM ”).

4. Inspection of Records; Audit . Seller and Branded Marketer have a right to inspect Purchaser’s operation of the businesses at the WNR Sites and to verify that Purchaser is complying with (a) all its contractual obligations contained in this Agreement; and (b) all federal, state and local laws and regulations pertaining to the environmental protection and trademark use. Purchaser shall permit Seller and Branded Marketer to enter the WNR Sites unimpeded to review and audit all station records including, but not limited to, all records of deliveries, sales and inventory reconciliation, to take samples of branded and unbranded motor fuels stored at the WNR Sites, and to inspect equipment. Seller and Branded Marketer may, at any reasonable time and without prior notice, conduct a walk through and visual inspection of the WNR Sites.

5. Compliance With Laws . Purchaser shall comply with all laws, statutes, regulations, ordinances, and rules of all applicable governmental authorities with respect to the operation of its business at the WNR Sites. It is the intention of neither Party to violate statutory nor common law and if any provision of this Agreement is in violation of any law, such provision shall be inoperative and the remainder of this Agreement shall remain binding upon the Parties.

6. Safety and Health . Purchaser acknowledges receipt of Seller’s Material Safety Data Sheet for the Product and is aware of the known hazards and risks in handling the Product. Purchaser shall take all necessary steps to inform its employees, agents, and customers of any hazards and risks associated with use or handling of the Product including distribution of the Material Safety Data Sheet.

Exhibit B

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7. Warranties .

(a) THE SELLER WARRANTS THAT THE PRODUCT SOLD IS OF THE KIND AND QUALITY DESCRIBED IN THIS AGREEMENT, AND THAT SELLER HAS GOOD TITLE TO THE PRODUCT. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ANY OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO DESCRIPTION OF THE PRODUCT, QUALITY OF THE PRODUCT, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR USE OR OTHER WARRANTY OF QUALITY, WHETHER EXPRESS OR IMPLIED. PURCHASER ACKNOWLEDGES THAT SELLER SHALL IN NO WAY BE RESPONSIBLE OR LIABLE TO PURCHASER OR ANY OTHER PARTY FOR ANY USE OF THE PRODUCT. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS NOT AND DOES NOT RELY ON SELLER’S SKILL OR JUDGMENT WITH REGARD TO THE SELECTION OF THE PRODUCT AS FIT OR SUITABLE FOR ANY PARTICULAR PURPOSE. PURCHASER’S EXCLUSIVE REMEDY FOR ANY AND ALL LOSSES AND OTHER DAMAGE RESULTING FROM SALE OF PRODUCT PURSUANT TO THE AGREEMENT, ANY SPECIAL PROVISIONS AND THESE GENERAL TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR STRICT LIABILITY SHALL BE LIMITED, AT SELLER’S OPTION, EITHER TO REPLACEMENT OF THE PRODUCT OR REFUND OF THE PURCHASE PRICE FOR THE NONCONFORMING PRODUCT.

(b) Should it appear that Seller furnished nonconforming Product, Purchaser must provide written proof thereof in sufficient detail for Seller to evaluate the claim within ten (10) calendar days of the date of delivery. Seller retains the right to test any sample of the Products taken, to inspect the facility from which the sample was taken or to take its own sample of any allegedly defective or off specification Products.

8. Indemnification . Neither Seller nor Branded Marketer shall be liable to Purchaser or to any other person for any damage to or loss of property, or for injury to or death of persons, or for the violation by Purchaser or any other person, of any governmental statute, law, regulation, rule, or ordinance, arising from the operation or activities of Purchaser or any other person pursuant to this Agreement. Purchaser shall indemnify, protect, defend, and save Seller, the Partnership and Branded Marketer harmless from and against any and all losses, claims, liabilities, environmental cleanup costs, fines, penalties, suits and actions, judgments and costs, including attorneys’ fees and the costs of litigation, which shall arise from or grow out of any injury to or death of persons, or damage to or loss of property, or violation by Purchaser or any other person, of any governmental statute, law, regulation, rule, or ordinance, directly or indirectly resulting from, or in any way connected with (i) Purchaser’s performance of this Agreement, (ii) operation of Purchaser, or activities of any other person, at the WNR Sites, or (iii) the condition of the WNR Sites or of the adjoining streets, sidewalks or ways, irrespective of whether such injury, death, damage or loss is sustained by Purchaser or any other person, firm or corporation which may seek to hold Seller liable. The existence or non-existence of any

Exhibit B

Page 3 of 4

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

insurance that may be required under this Agreement will not limit Purchaser’s indemnity or other obligations under this Agreement. This indemnity shall survive the termination or nonrenewal of this Agreement.

9. Waiver of Consequential Damages . NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, AND NOTWITHSTANDING KNOWLEDGE, IF ANY, OF A PARTY OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, FOR ANY LOST PROFITS, OR SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, FROM SALE OF PRODUCT UNDER THE AGREEMENT OR FROM THE USE OR RESALE THEREOF, HOWEVER SAME MAY BE CAUSED AND REGARDLESS OF THE SOLE OR CONCURRENT NEGLIGENCE OF THE OTHER PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF, OR OTHERWISE COULD HAVE ANTICIPATED THE POSSIBILITY OF, SUCH DAMAGES OR LIABILITIES IN ADVANCE. THE PARTIES AGREE THAT THE RESTRICTIONS AND LIMITATIONS ON DAMAGES CONTAINED IN THIS AGREEMENT DO NOT DEPRIVE THE PARTIES OF MINIMUM ADEQUATE REMEDIES AS CONTEMPLATED IN TEXAS UCC SECTION 2-719. The foregoing limitation is not intended and shall not limit any damages incurred by any third party and covered under any indemnity hereunder.

10. Survival of Obligations . Obligations arising under paragraphs 2, 4, 6, 8 and 9 shall survive termination of the Agreement.

Exhibit B

Page 4 of 4

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

EXHIBIT C

INCREASED COMMITMENT FEE CALCULATION

***

Exhibit C

Page 1 of 1

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

In Month 12, $4 goes against the Month 1 shortfall which when combined with the $1 from Month 4 makes a total of $5 that should be applied to the Month 1 shortfall payment - thus the remaining $5 of the Month 1 shortfall payment drops off. As a result, $3 would remain in the Tracking Account from Month 3.

In Month 13, $3 is still left in the Tracking Account available for “repayment” back to Purchaser.

Exhibit D

Page 1 of 1

Exhibit 10.3

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

CRUDE OIL TRUCKING TRANSPORTATION SERVICES AGREEMENT

This Crude Oil Trucking Transportation Services Agreement (this “ Agreement ”) is dated as of October 15, 2014 (the “ Effective Date ”), by and between (i) Western Refining Wholesale, LLC, a Delaware limited liability company (“ Carrier ”), and (ii) Western Refining Company, L.P., a Delaware limited partnership (“ WRC ”), and Western Refining Southwest, Inc., an Arizona corporation (“ WRSW ”). WRC and WRSW are individually and collectively referred to as “ Shipper ”) and shall be jointly and severally liable for all obligations of Shipper contained herein and, except as otherwise expressly contemplated by this Agreement, shall be treated for all purposes contained in this Agreement as a single Party. Carrier and Shipper are individually referred to as a “ Party ”, collectively to as “ Parties ”. Capitalized terms used throughout this Agreement shall have the meanings set forth in Exhibit A , unless otherwise specifically defined herein.

RECITALS

1

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, the Parties to this Agreement hereby agree as follows:

(a) From the Effective Date through the end of the Term (as defined below), Shipper shall request that Carrier gather from the Service Areas and transport to the Delivery Points at least 1,525,000 Barrels of crude oil per Month (each Month, a “ Minimum Volume Commitment ”).

(b) Shipper may request that Carrier gather from the Service Areas volumes of crude oil in excess of the Minimum Volume Commitment (“ Excess Volumes ”) and transport and deliver such Excess Volumes to certain Delivery Points. Carrier shall use commercially reasonable efforts to gather, transport and deliver such Excess Volumes, subject to available capacity. Shipper shall not request that other Persons gather any Excess Volumes and transport and deliver such Excess Volumes unless (i) Shipper has previously requested Carrier to gather, transport, and deliver such Excess Volumes and (ii) Carrier declines to gather, transport, and deliver such Excess Volumes. Fees payable for any Excess Volumes shall be the same rates set forth in Section 4 .

(a) In any Month where Shipper does not request Carrier to gather from the Service Areas and transport and deliver to the Delivery Points at least the Minimum Volume Commitment of crude oil (each such Month being a “ Shortfall Month ”), Shipper shall pay to Carrier an amount equal to the product of the (i) Committed Volume Shortfall for such Shortfall Month and (ii) *** (each a “ Shortfall Payment ”). Such amount shall be due from Shipper to Carrier within fifteen (15) days after the last day of such Shortfall Month.

(b) Any Shortfall Payments paid by Shipper under this Agreement shall be added to a virtual tracking account (the “ Tracking Account ”) and will remain “available” for repayment (i.e., included in the balance of the Tracking Account) in the form of an Applicable Credit Amount (as defined below) for a period of twelve (12) Months from the end of the Shortfall Month for which such payments relate. The amount of any Shortfall Payments included in the Tracking Account will be reduced by the sum of (i) the amount of any Applicable Credit Amounts where such Applicable Credit Amounts are applied to reduce the balance of the oldest Shortfall Payment made within the previous twelve (12) Months and (ii) the amount of any Shortfall Payments that are no longer “available” for repayment because they were not “repaid” within twelve (12) Months from the end of the Shortfall Month for which they were made. An illustration of the Tracking Account calculation is set forth on Exhibit B . The funds in the Tracking Account will be available to be “repaid” by Carrier in the form of an Applicable Credit Amount in any subsequent Overage Month (as defined below).

(c) In any Month where Carrier gathers from the Service Areas and transports and delivers to the Delivery Points volumes of crude oil in excess of the Minimum Volume Commitment (each such Month being an “ Overage Month ”), Carrier will apply, as a credit for purchases in such Month, the Applicable Credit Amount, if any, for such Month; provided that, such credit will only be due if and to the extent that the Tracking Account has a positive balance.

2

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(d) For purposes of the foregoing:

(i) “ Committed Volume Shortfall ” means, for any Shortfall Month, an amount equal to the difference between (A) the Minimum Volume Commitment and (B) the actual number of Barrels of crude oil transported by Carrier for Shipper during such Shortfall Month. The Committed Volume Shortfall cannot be less than zero.

(ii) “ Committed Volume Overage ” means, for any Overage Month, an amount equal to the difference between (A) the actual number of Barrels of crude oil transported by Carrier for Shipper during such Overage Month and (B) the Minimum Volume Commitment. The Committed Volume Overage cannot be less than zero.

(iii) “ Applicable Credit Amount ” means, for any Overage Month, an amount equal to the product of (A) *** and (B) the Committed Volume Overage for such Overage Month.

(a) Unless otherwise terminated as provided herein, this Agreement shall be effective as of the Effective Date and will remain in effect until the ten (10) year anniversary of the Effective Date (the “ Initial Term ”).

(b) The Initial Term and any mutually agreed upon extensions thereof shall be referred to herein as the “ Term ”.

(a) Base Rate : Shipper shall pay Carrier in accordance with the rates per Barrel for delivery to each Delivery Point as set forth on Schedule 4 (the “ Base Rates ”) for providing trucking, dispatch, delivery and accounting/data services under this Agreement. Carrier shall be the Party responsible for determining when it will use LVC trucks to provide its services under this Agreement. Carrier shall endeavor to use LVC trucks to the extent (i) the use of such trucks is (A) feasible for delivery to a given Delivery Point, (B) permitted by Applicable Law, (C) consistent with Prudent Industry Practices and (ii) such trucks are actually available in Carrier’s existing fleet.

3

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(b) Fuel Adjustments and Surcharges : In addition to the Base Rates, Carrier shall charge, and Shipper shall pay the following additional amounts (the Base Rates, together with the fuel adjustments and surcharges set forth in this Section 4(b) , are referred to as the “ Trucking Rate ”):

(i) a Monthly per Barrel adjustment calculated in the manner described in Schedule 4(b)(i) to cover any increase (or decrease) in fuel prices (as determined by reference to the U.S. Energy Information Administration’s On-Highway Diesel Prices for the PAD III Region) incurred or experienced by Carrier during such Month in connection with providing truck gathering services under this Agreement; provided, however, that such adjustment shall never be of an amount less than zero;

(ii) a Monthly surcharge on the services provided hereunder to cover Shipper’s proportionate share of the costs of complying with any new laws or regulations or material changes to any existing laws or regulations, in each case occurring after the Effective Date, that affect the services provided to Shipper, if, after Carrier has made commercially reasonable efforts to mitigate the effect of such laws or regulations (or such changes to existing laws or regulations), such new laws or regulations (or such changes to existing laws or regulations) require Carrier to make unanticipated capital expenditures. Carrier will reasonably determine the amount of any such Monthly surcharge and shall provide Shipper with written notice of the amount of such Monthly surcharge along with supporting calculations and documentation.

(c) Reimbursements : Shipper shall reimburse Carrier for the actual costs of any capital expenditures Carrier agrees to make at Shipper’s request to provide services hereunder.

(d) Fees for Other Services : In addition to the transportation services contemplated by this Agreement, Carrier may, from time to time, upon request from Shipper, provide the additional services described on Schedule 4(d) to Shipper, and Shipper shall pay Carrier for such services in accordance with the rates set forth on Schedule 4(d) .

(e) Taxes . Shipper agrees to be liable for and to pay directly or reimburse Carrier for, promptly when due, all sales, use, excise and other taxes or charges (including any interest and penalties), now or hereafter imposed by any governmental body or agency upon Carrier or with respect to the services or payments hereunder (excluding (a) taxes on or measured by the net income of Carrier, (b) taxes related to Carrier’s employees or property and (c) ad valorem or any other tax based on the value of Carrier’s transport vehicles or other equipment used to provide the services, each of which Carrier shall be liable for and pay).

(a) Carrier shall invoice Shipper on a Monthly basis, and Shipper shall pay all amounts due (including any Shortfall Payments and payments for Excess Volumes) no later than fifteen (15) calendar days after Shipper’s receipt of Carrier’s invoices.

(b) Any past due amounts owed by Shipper to Carrier shall accrue interest, payable on demand, at a rate equal to the lesser of: (i) the Wall Street Journal prime rate plus two hundred basis points or (ii) the maximum rate permitted by applicable law, from the due date of the payment through the actual date of payment.

4

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(a) Requests for the gathering of crude oil under this Agreement and/or the provision of the other services described on Schedule 4(d) shall be made by Shipper or its crude oil suppliers on a “call and demand” basis. Carrier shall use commercially reasonable efforts to schedule and dispatch all pick-ups of crude oil requested by Shipper or its crude oil suppliers on such “call and demand” basis.

(b) Carrier shall load only that crude oil which it is authorized to load pursuant to directions received from Shipper. The quality and quantity of the crude oil received by Carrier shall be determined by sampling, verification and measurement conducted by Carrier or its designee. Carrier shall not mix different grades of crude oil, unless authorized by Shipper, or adulterate the crude oil with motor fuel or with any chemical or other material whatsoever. The crude oil hauled on a transport truck prior to loading a new delivery must be compatible with the crude oil that is being loaded so as to not cause contamination of loaded or stored crude oil. Shipper, as part of its quality control, may test the quality of crude oil delivered by Carrier. Carrier agrees to abide by the quality control procedures mutually agreed by the Parties from time to time. Shipper shall at all times retain title to the crude oil gathered, transported and delivered by Carrier hereunder.

(c) Shipper shall remain responsible for all risk of loss, damage, deterioration, or contamination as to such crude oil, except for that caused by the negligence, gross negligence, willful misconduct or breach of this Agreement of Carrier, its agents, employees or contractors.

(d) Immediately upon receipt of crude oil from any designated pick-up location, Carrier shall expeditiously transport the crude oil to the Delivery Points. Upon arrival at the Delivery Points, Carrier shall unload the crude oil in compliance with this Agreement unless otherwise specified in writing.

(e) Carrier shall maintain a true and correct set of records related to the services hereunder, including invoices, bills of lading, receipt tickets, transportation records, and delivery tickets, showing the date, volumes, receipt location and delivery location for all crude oil transported by Carrier in detail sufficient to provide reasonable verification of any charges to Shipper hereunder. Carrier will provide Shipper with a secure electronic data feed, which shall accurately report all the above information and other information mutually agreed upon by the Parties on a current, daily basis. Carrier shall maintain such records for a period not less than two (2) years. Shipper, or its representatives, may from time to time, at Shipper’s expense, audit any such records and Carrier agrees to permit Shipper, or its representative, access to examine and audit such records at all reasonable times and upon receipt of reasonable advance notice. Carrier shall promptly refund to Shipper any amounts paid by Shipper in excess of amounts properly payable under the terms of the Agreement.

5

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(f) Carrier shall have no obligation to measure volume gains and losses and shall have no liability whatsoever for normal course physical losses that may result from the handling and transporting of crude oil through trucks that Carrier dispatches, REGARDLESS OF WHETHER ANY OF THE ABOVE ARE ATTRIBUTABLE TO OR ARISE FROM THE JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF CARRIER, except where such losses are the direct result of the willful misconduct or gross negligence of Carrier.

(a) Carrier agrees that transportation services provided hereunder shall be conducted in accordance with all Applicable Laws and Prudent Industry Practices.

(b) Carrier shall only employ for the provision of services contemplated under this Agreement such employees that have been properly instructed, trained and certified as to the characteristics and safe loading, handling, hauling, delivery, and unloading methods associated with crude oil in accordance with Applicable Law and Prudent Industry Practices. Carrier shall ensure, in accordance with Prudent Industry Practices, that its employees comply with all safety rules to avoid, injury to workers and others, and damage to equipment and property.

(a) Carrier hereby acknowledges and agrees that Shipper has retained Carrier to transport petroleum products, and understands that such products may constitute or contain Hazardous Materials, as defined in the Hazardous Materials Transportation Act, 49 U.S.C. §5101 et seq. , as amended, and the regulations of the U.S. Department of Transportation made thereunder. Carrier represents and warrants that it is fully qualified and authorized to transport Hazardous Materials in the United States. Carrier and Shipper certify that they are familiar with U.S. laws and regulations applicable to transportation of Hazardous Materials and that they will comply with all such laws and regulations.

(b) Carrier will observe and comply with all of Shipper’s reasonable standard loading and unloading procedures, including any truck loading sequence procedures. Upon Carrier request, Shipper will provide a copy of the Material Safety Data Sheet for the Hazardous Materials.

(c) Carrier shall use its commercially reasonable efforts to reduce and minimize accidents arising in connection with the services hereunder and shall promptly report to Shipper all accidents or occurrences resulting in injuries to any of Shipper’s employees or third parties, and/or any damage to any property of Shipper or any third party, arising out of or during the performance of services under this Agreement.

6

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(d) In the event there is a release of crude oil or damage to the environment by Carrier in performing the services provided hereunder, Carrier shall clean up such spill and remediate such damage in accordance with Applicable Law, and if a “clean and clear” letter from the applicable oversight agency is provided to Carrier, a copy of such clean and clear letter will be sent Shipper promptly after its receipt thereof. Carrier shall inform Shipper of any notices, warnings, or asserted violations issued by any Governmental Authorities relative to any service performed by Carrier pursuant to this Agreement.

(e) In the event Carrier becomes aware of any environmental, health or safety conditions that violate any Applicable Law or any other conditions concerning the Western Logistics System, any of Shipper’s premises or facilities that create a hazardous condition, Carrier shall promptly provide Shipper with telephonic notice at the numbers set forth herein, informing Shipper about the details of the condition.

(f) Upon request, Carrier shall provide a copy of the spill contingency plans to Shipper, and Carrier must meet minimum requirements for rapid response and short-term containment. If Shipper believes Carrier does not respond promptly to any type of hazard, Shipper may respond and any such response shall not be considered an act as a volunteer, and Carrier will be liable for the reasonable costs of the Shipper response.

Carrier shall maintain insurance policies of the type and amount as Carrier has historically maintained. Pursuant to that certain Omnibus Agreement dated as of October 16, 2013, by and among Western Refining, Inc., a Delaware corporation (“ WRI ”), Western Refining Logistics, LP, a Delaware limited partnership, Western Refining Logistics GP, LLC, a Delaware limited liability company, WRSW, WRC, and Carrier (the “ Omnibus Agreement ”), it is currently anticipated that WRI or one of its affiliates will provide Carrier with all necessary insurance coverage and Carrier shall reimburse WRI for the insurance premiums as set forth therein. To the extent that WRI fails or otherwise is no longer obligated to provide such insurance coverage pursuant to the Omnibus Agreement, Carrier agrees to purchase replacement policies at its sole cost and expense. The insurance required hereunder in no way limits or restricts Carrier’s obligations under law or this Agreement as to indemnification of Shipper.

NEITHER PARTY SHALL BE LIABLE FOR ANY ACTIONS OR OMISSIONS TO ACT OF THE OTHER PARTY, OR OF ANY OF ITS EMPLOYEES, AGENTS OR REPRESENTATIVES. SUBJECT TO THE LIMITATIONS SET FORTH IN THIS AGREEMENT, EACH PARTY (THE “ INDEMNIFYING PARTY ”) AGREES THAT (EXCEPT AS PROVIDED FOR IN SECTION 6 ) IT SHALL, TO THE EXTENT PERMITTED BY LAW, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OTHER PARTY, ITS MEMBERS, DIRECTORS, OFFICERS, MANAGERS, AGENTS AND EMPLOYEES, FROM

7

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, LIABILITIES, CAUSES OF ACTION, JUDGMENTS, ASSESSMENTS, PENALTIES, COSTS, AND EXPENSES OF ANY KIND OR NATURE, INCLUDING REASONABLE ATTORNEYS FEES, EXPENSES OF LITIGATION AND COURT COSTS, WITHOUT REGARD TO THE AMOUNT (COLLECTIVELY “ LOSSES ”) TO THE EXTENT SUCH LOSSES ARE, DIRECTLY OR INDIRECTLY CAUSED BY, CONNECTED WITH, OR ARISE OUT OF THE INDEMNIFYING PARTY’S FAILURE TO COMPLY, OR ANY PRODUCTS SHIPPED BY THE INDEMNIFYING PARTY’S FAILURE TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, ORDINANCES, ORDERS, RULES AND REGULATIONS OR FROM ANY INTENTIONAL OR UNINTENTIONAL ACTION OR OMISSION TO ACT OF THE INDEMNIFYING PARTY, OR ITS MEMBERS, DIRECTORS, OFFICERS, MANGERS, AGENTS AND EMPLOYEES. IN THE EVENT THAT ANY SUCH INCIDENT THAT LEADS TO ANY CLAIM FOR INDEMNIFICATION IS THE RESULT OF INTENTIONAL OR UNINTENTIONAL CONDUCT OF BOTH PARTIES, EACH PARTY AGREES THAT IT SHALL BE LIABLE TO REIMBURSE AND INDEMNIFY THE OTHER PARTY TO THE EXTENT THAT LIABILITY AND RESPONSIBILITY WOULD BE APPORTIONED TO SUCH PARTY IN ACCORDANCE WITH THE LAWS OF COMPARATIVE NEGLIGENCE. TO RECEIVE THE FOREGOING INDEMNITY, THE PARTY SEEKING INDEMNIFICATION MUST NOTIFY THE INDEMNIFYING PARTY IN WRITING OF A CLAIM PROMPTLY AND PROVIDE ALL COOPERATION REASONABLY REQUESTED BY THE INDEMNIFYING PARTY (AT THE EXPENSE OF THE INDEMNIFYING PARTY). For the avoidance of doubt, WRC and WRSW shall be treated as a single Party for purposes of this Section 10 .

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, AND NOTWITHSTANDING KNOWLEDGE, IF ANY, OF A PARTY OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, FOR ANY LOST PROFITS, OR SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, FROM SALE OF PRODUCT UNDER THE AGREEMENT OR FROM THE USE OR RESALE THEREOF, HOWEVER SAME MAY BE CAUSED AND REGARDLESS OF THE SOLE OR CONCURRENT NEGLIGENCE OF THE OTHER PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF, OR OTHERWISE COULD HAVE ANTICIPATED THE POSSIBILITY OF, SUCH DAMAGES OR LIABILITIES IN ADVANCE. THE PARTIES AGREE THAT THE RESTRICTIONS AND LIMITATIONS ON DAMAGES CONTAINED IN THIS AGREEMENT DO NOT DEPRIVE THE PARTIES OF MINIMUM ADEQUATE REMEDIES AS CONTEMPLATED IN TEXAS UCC SECTION 2-719. The foregoing limitation is not intended and shall not limit any damages incurred by any third party and covered under any indemnity hereunder.

8

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(a) Termination for Default. A Party shall be in default under this Agreement if:

(i) such Party materially breaches any provision of this Agreement and such breach is not cured within thirty (30) days after notice thereof (which notice shall describe such breach in reasonable detail) is received by such Party from any other non-breaching Party; or

(ii) such Party (A)(1) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Applicable Law, or has any such petition filed or commenced against it, (2) makes an assignment or any general arrangement for the benefit of creditors, (3) otherwise becomes bankrupt or insolvent (however evidenced) or (4) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, and, with respect to any involuntary filings, and (B) such Party fails to remedy the same within sixty (60) days of the date of such filing.

(b) If any of the Parties is in default as described above, then any other Party may (1) notwithstanding the terms of Section 3 , terminate this Agreement upon notice to the defaulting Party; (2) withhold any payments due to the defaulting Party under this Agreement; and/or (3) pursue any other remedy at law or in equity.

(c) If this Agreement is terminated by or as to either WRSW or WRC, but not both, then this Agreement shall remain in full force and effect with respect to the remaining Parties unless and until terminated thereby in accordance with this Section 12 .

(a) As soon as possible upon the occurrence of a Force Majeure (as defined below), the Party affected by such Force Majeure shall provide the other Party with written notice of the occurrence of such Force Majeure (a “ Force Majeure Occurrence Notice ”). The Party affected by such Force Majeure shall identify in such Force Majeure Occurrence Notice the approximate length of time that such Party reasonably believes in good faith such Force Majeure shall continue.

(b) The obligations under this Agreement of the Party affected by such Force Majeure shall be temporarily suspended during the occurrence of, and for the entire duration of, a Force Majeure. The Party affected by such Force Majeure shall use commercially reasonable efforts to overcome such Force Majeure but shall not be obligated under this Agreement to settle a strike or labor dispute.

(c) As soon as possible upon the cessation of a Force Majeure, the Party affected by such Force Majeure shall provide the other Party with written notice of the cessation of such

9

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

Force Majeure (a “ Force Majeure Cessation Notice ”). The Party affected by such Force Majeure shall identify in such Force Majeure Cessation Notice the date on which such Force Majeure ceased to exist.

(d) Nothing in this Section 13 shall excuse any Party from complying with its obligations under this Agreement arising prior to the occurrence of such Force Majeure, including any obligation to make payments when due under this Agreement.

(e) Notwithstanding anything contained herein to the contrary, if (i) the Party affected by an event of Force Majeure (the “ Affected Party ”) is unable to resume the performance of its obligations under this Agreement within two (2) years after the event of Force Majeure despite using its commercially reasonable efforts to overcome such event in accordance with this Section 13 , then the Affected Party may, upon written notice to the other Party, terminate this Agreement or (ii) the Affected Party is unable to resume performance of its obligations under this Agreement within six (6) Months after the event of Force Majeure, then the other Party may, upon written notice to the Affected Party, terminate this Agreement; provided that, in either case any payment obligations accruing up to and through the date of such termination shall remain outstanding and shall continue to be due and payable following the termination of this Agreement.

(f) “ Force Majeure ” means circumstances not reasonably within the control of a Party and which, by the exercise of reasonable efforts, such Party is unable to prevent or overcome that prevent performance of such Party’s obligations under this Agreement, including: acts of God, strikes, lockouts or other industrial disturbances, wars, riots, fires, floods, storms, orders of courts or Governmental Authorities, governmental request or requisition for national defense, explosions, terrorist acts, breakage, accident to machinery, storage tanks or lines of pipe and inability to obtain or unavoidable delays in obtaining material or equipment, delays of other carriers, local or national disruptions to transportation networks or operations, fuel shortages and similar events.

(a) Prior to transporting any crude oil covered hereunder, Carrier shall make or cause to be made, the following certifications on the delivery receipt or bill of lading covering the crude oil received if required by 49 CFR 172.204, or such other certification(s) as may be required by applicable law:

“This is to certify that the above-named materials are properly classified, described, packaged, marked and labeled, and are in proper condition for transportation according to the applicable regulations of the Department of Transportation.”

(b) Carrier hereby certifies that all transport vehicles to be used by Carrier in provided the services hereunder shall be (i) clean and free of contaminants, (ii) in material compliance with all Applicable Laws and (iii) proper and appropriate in accordance with Prudent Industry Practices for the transport of crude oil.

10

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(c) Shipper certifies that none of the crude oil covered by this Agreement will be produced or withdrawn from storage in violation of any Applicable Law.

(d) The Parties are entering into this Agreement in reliance upon and shall fully comply with all Applicable Law which directly or indirectly affect the crude oil gathered hereunder, or any receipt, throughput, delivery, transportation, handling or storage of crude oil hereunder or the ownership, operation or condition of the gathering operation, trucks and truck unloading facilities. Each Party shall be responsible for compliance with all Applicable Laws associated with such Party’s respective performance hereunder and the operation of such Party’s facilities, and, including without limitation any and all certifications required by the Department of Transportation. In the event any action or obligation imposed upon a Party under this Agreement shall at any time be in conflict with any requirement of Applicable Law, then this Agreement shall immediately be modified to conform the action or obligation so adversely affected to the requirements Applicable Law, and all other provisions of the Agreement shall remain effective.

(e) New or Changed Applicable Law . If during the Term, any new Applicable Law becomes effective or any existing Applicable Law is materially changed, which change is not addressed by another provision of this Agreement and has an adverse economic impact upon a Party, then either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement with respect to future performance. The Parties shall then meet and negotiate in good faith amendments to this Agreement that will conform this Agreement to the new Applicable Law (or material change to an existing Applicable Law) while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.

(f) Carrier shall secure and maintain current all required permits, licenses, certificates, and approvals for the services.

(a) Independent Contractor . It is expressly agreed that Carrier is acting hereunder solely as an independent contractor and that all persons performing services hereunder for Carrier shall be deemed agents, servants or employees of Carrier and that none of such persons shall be deemed agents, servants or employees of Shipper. As between the Parties, Carrier shall have the sole and exclusive responsibility for the costs and over the manner in which its employees and/or independent contractors perform the services provided hereunder, including the equipment provided.

(b) Subcontractors . Other than those subcontractors set forth in Schedule 16(b) , Carrier agrees not to subcontract, broker, interline, or to use “substituted services” by rail or motor carrier without the approval of Shipper, which shall not be unreasonably withheld, conditioned or delayed.

11

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(c) Assignment .

(i) WRSW shall not assign any of its rights or obligations under this Agreement without the prior written consent of Carrier and WRC, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that WRSW may assign this Agreement without such consent to an affiliate or in connection with a sale by WRSW of the Gallup Refinery so long as the transferee: (A) agrees to assume all of WRSW’s obligations under this Agreement and (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Carrier in its reasonable judgment.

(ii) WRC shall not assign any of its rights or obligations under this Agreement without the prior written consent of Carrier and WRSW, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that WRC may assign this Agreement without such consent to an affiliate or in connection with a sale by WRC of the El Paso Refinery so long as the transferee: (A) agrees to assume all of WRC’s obligations under this Agreement and (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Carrier in its reasonable judgment.

(iii) Carrier shall not assign any of its rights or obligations under this Agreement without Shipper’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that (A) Carrier may assign this Agreement without Shipper’s consent to an affiliate or in connection with a sale by Carrier of Carrier’s truck gathering operation so long as the transferee: (x) agrees to assume all of Carrier’s obligations under this Agreement and (y) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Shipper’s in its reasonable judgment; and (B) Carrier shall be permitted to make a collateral assignment of this Agreement to obtain financing.

(iv) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio . A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required.

(v) This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

12

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(d) Notices .

(i) Notices, correspondence, invoices, as applicable, and all other communications related to this Agreement shall be addressed as follows:

(ii) All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (A) if by transmission by facsimile or hand delivery, when delivered; (B) by e-mail on the next Business Day after delivery, if receipt is confirmed, (C) if mailed via the US Postal Service, five (5) Business Days after mailing, provided said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; or (D) if mailed by an internationally recognized overnight express mail service such as Federal Express, UPS, or DHL Worldwide, one (1) Business Day after deposit therewith prepaid.

(iii) Each Party shall have the right, from time to time, to designate a different address by written notice given in conformity with this Section 15(d) .

(iv) For the avoidance of doubt, any notice, correspondence, invoice or other communication under this Agreement that is required to be provided by Shipper shall be provided to both WRSW and WRC hereunder but shall be deemed given upon delivery in accordance with this Section 15(d) to either WRSW or WRC.

13

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(e) Dispute Resolution; Governing Law; Jurisdiction .

(i) This Agreement shall be governed and construed in accordance with the substantive laws of the State of Texas without reference to principles of conflicts of law that would result in the application of the laws of another jurisdiction.

(ii) THE PARTIES VOLUNTARILY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA IN HARRIS COUNTY, TEXAS, OVER ANY DISPUTE BETWEEN OR AMONG THE PARTIES ARISING OUT OF THIS AGREEMENT, OTHER THAN A DISPUTE SUBJECT TO SECTION 15(e)(iv) , AND EACH PARTY IRREVOCABLY AGREES THAT ALL SUCH CLAIMS IN RESPECT OF SUCH DISPUTE SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH DISPUTE ARISING OUT OF THIS AGREEMENT BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(iii) EACH OF THE PARTIES HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY DISPUTE OR OTHER PROCEEDING RELATED THERETO BROUGHT IN CONNECTION WITH THIS AGREEMENT.

(iv) Any dispute, controversy or claim, of any and every kind or type, whether based on contract, tort, statute, regulations, or otherwise, between the Parties, arising out of, connected with, or relating in any way to this Agreement or the obligations of the Parties hereunder, including any dispute as to the existence, validity, construction, interpretation, negotiation, performance, non-performance, breach, termination or enforceability of this Agreement (in each case, a “ Dispute ”), shall be resolved solely and exclusively in accordance with the procedures specified in this Section 15(e) . The Parties shall attempt in good faith to resolve any Dispute by mutual discussions within thirty (30) days after the date that one Party gives written notice to the other Parties of such a Dispute in accordance with Section 15(d) . If the Dispute is not resolved within such thirty (30) day period, or such longer period that may subsequently be agreed to in writing by the parties to the Dispute, the Dispute shall be finally settled by arbitration administered by JAMS, Inc. (“ JAMS ”) under its Comprehensive Arbitration Rules & Procedures, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall be held in Houston, Texas, and presided over by three arbitrators. If the Dispute is not settled within the above operative

14

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

time period, the Party providing the aforesaid notice or the Parties receiving such notice may initiate the arbitration with JAMS. The Party who initiates the arbitration with JAMS shall also provide notice to JAMS and the opposing Party at the time of the initiation of the arbitration of the name of the Party selected arbitrator. The opposing Party shall file their answering statement with JAMS within forty-five (45) days of their receipt of the notice of filing from JAMS. The name of their party appointed arbitrator shall be included in such answering statement. The two Party-appointed arbitrators shall select a third arbitrator, who shall serve as the chairperson. The arbitration award shall identify whether there is a prevailing party in the arbitration and include an award in favor of such prevailing party and against each losing party, jointly and severally, for costs and expenses, including the actual litigation fees and costs (including reasonable attorney fees) the prevailing party incurred, excluding any contingent or deferred fees and costs. This agreement to arbitrate shall be binding upon the successors, assignees and any trustee or receiver of any Party.

(f) Confidential Information.

(i) Each Party agrees that it will keep any and all Confidential Information of the other Party strictly confidential and that it will take such steps to protect such Confidential Information as it normally takes to preserve and safeguard its own Confidential Information. Each Party agrees that, without the prior written consent of the other Party, it will not: (A) disclose Confidential Information of the other Party in any manner whatsoever, in whole or in part; (B) use any Confidential Information of the other Party other than in connection with the transaction(s) that is the subject of this Agreement; or (C) transmit the Confidential Information of the other Party to any of its officers, directors, employees, affiliates, agents or representatives who (x) are not aware of the confidential nature of such information, or (y) do not need to know the Confidential Information for the sole purpose of assisting with the transaction(s) (collectively, its “ Representatives ”). Each Party shall be responsible for the breach of this Section 15(f) by any of its Representatives.

(ii) For purposes of this Agreement, “ Confidential Information ” shall mean all information, documents, data or materials that is now or in the future provided, acquired or received directly or indirectly by a Party or its agents, employees or contractors either in writing, orally or by observation, relating to the business or operations of other Party or its affiliates, including but not limited to the pricing of product, design, planning, operation or maintenance of the other Party’s equipment, products and business; formulas or process parameters relating to the other Party’s products or proposed products; plans for expansion; information relating to research, development, invention, manufacturing, purchasing, accounting, engineering, marketing, merchandising and selling not generally known in the industry in which the other Party is engaged; any other data, samples, material and/or information specifically identified by the other Party as “Confidential”; and any and all other data, information, findings, documents or other materials arising from or relating to the other Party or the transaction(s) or any work or services performed by it for the other Party, regardless of whether such Confidential Information is generated solely by or as a result of any of its activities; except that Confidential Information

15

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

shall not include any information that (A) was, at the time of disclosure to the receiving Party, in the public domain; (B) after disclosure to the receiving Party, is published or otherwise becomes part of the public domain through no fault of the receiving Party; (C) was in the possession of the receiving Party at the time of disclosure to it and was not the subject of a pre-existing confidentiality obligation; (D) was received after disclosure to the receiving Party from a third party (other than the disclosing Party’s Affiliates or subcontractors) that was not bound by any duty of confidentiality; or (E) was independently developed by the receiving Party without the use of the Confidential Information of the disclosing Party.

(g) Use of Name . Neither Party may use the other’s name, trademarks, or trade names, or those of its subsidiaries or affiliates, in any manner, especially advertising, without the other’s express written consent, which may be withheld in such Party’s sole discretion.

(h) Gifts . No director, employee or agent of Carrier or of any subcontractor or vendor of Carrier shall give or receive any commission, fee, rebate, or gift or entertainment of significant cost or value in connection with this Agreement, or enter into any business arrangement with any director, employee or agent of Shipper or its parent or affiliated entities other than as a representative of Carrier, without Shipper’s prior written agreement. Carrier shall promptly notify Shipper of any violation of this Section 15(h) .

(i) Time of the Essence . Time is of the essence to this Agreement. Waiver by either Party of a breach by the other of any provision of this Agreement shall not be deemed a waiver of any other provision or future compliance with all provisions hereunder, and all such provisions shall remain in full force and effect. Failure of either Party to enforce any right hereunder shall not be deemed a waiver of any subsequent right hereunder.

(j) Construction . Unless the context requires otherwise: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural, and vice-versa, (ii) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine and neuter; (iii) references to Articles and Sections refer to Articles and Sections of this Agreement; (iv) references to Schedules or Exhibits refer to the Schedules and Exhibits attached to this Agreement, each of which is made a part hereof for all purposes; (v) the term “include”, “includes”, “including” or words of like report shall be deemed to be followed by the words “without limitation”; (vi) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (g) references to money refer to legal currency of the United States of America; and (vii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

16

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

(k) Severability . Any term or provision of this Agreement that is held to be invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

(l) Entire Agreement . This Agreement and the attached Exhibits and Schedules constitute the entire agreement between the Parties hereto and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed, or implied, with respect to the subject matter hereof.

(m) Amendment . No amendment or modification of the terms of this Agreement shall be binding unless in writing and signed by the Parties.

(n) Waiver . No waiver of any right, power, or privilege hereunder shall be binding upon any Party unless in writing and signed by or on behalf of the Party against which the waiver is asserted.

(o) Representation . The Parties agree that each Party and its counsel have had the opportunity to fully participate in the review of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, including all Appendices hereto.

(p) Counterparts . This Agreement may be executed in one or more counterparts, any or all of which shall constitute one and the same instrument. Either Party, at its option, may supply any document required by or referenced in this Agreement in either paper or electronic form (including, but not limited to, an electronically imaged, faxed, photocopied, or online posted version), and any such version shall be sufficient for all purposes under this Agreement.

[SIGNATURE PAGES FOLLOW]

17

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date first written above.

[Signature Page for Crude Oil Trucking Transportation Services Agreement]

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

SCHEDULE 4

BASE RATES

*** [five pages omitted]

Schedule 4

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SCHEDULE 4(b)(i)

MONTHLY PER BARREL ADJUSTMENT EXAMPLE

*** [six pages omitted]

Schedule 4(b)(i)

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SCHEDULE 4(d)

OTHER SERVICES

***

Schedule 4(d)

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SCHEDULE 16(b)

SUBCONTRACTORS

***

Schedule 16(b)

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EXHIBIT A

DEFINITIONS

Capitalized terms used throughout the Agreement and not otherwise specifically defined elsewhere shall have the meanings set forth in this Exhibit A .

“ Applicable Law ” means any applicable statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect.

“ Barrel ”, “ barrel ”, or “ BBL ” means a volume equal to 42 U.S. gallons at 60 degrees Fahrenheit under one atmosphere of pressure. “ bpd ” means Barrels per day.

“ $ ” means U.S. Dollars.

“ Business Day ” means a day, other than a Saturday or Sunday, on which banks in New York, New York are open for the general transaction of business.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, state and local analogs, and all rules and regulations and requirements thereunder in each case as now or hereafter in effect.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“ Environment ” shall have the meaning set forth in 42 U.S.C. 9601(8) (1988).

“ Environmental Law ” means, as to any Party, all laws, statutes, ordinances, decrees, requirements, orders, judgments, rules, regulations (or official interpretations of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority or common law theories applicable to such Party arising from, relating to, or in connection with the Environment, health, or safety, including without limitation CERCLA, relating to (a) pollution, contamination, injury, destruction, loss, protection, cleanup, reclamation or restoration of the air, surface water, groundwater, land surface or subsurface strata, or other natural resources; (b) solid, gaseous or liquid waste generation, treatment, processing, recycling, reclamation, cleanup, storage, disposal or transportation; (c) exposure to pollutants, contaminants, hazardous, or toxic substances, materials or wastes; (d) the safety or health of employees; or (e) the manufacture, processing, handling, transportation, distribution in commerce, use, storage or disposal of hazardous or toxic substances, materials or wastes.

Exhibit A

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“ Governmental Authority ” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“ Hazardous Substance ” means the substances identified as such pursuant to CERCLA and those regulated under any other Environmental Law, including without limitation pollutants, contaminants, petroleum, petroleum products, radionuclides, radioactive materials, and medical and infectious waste.

“ Month ” means a calendar month.

“ Person ” means any individual, partnership, limited partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.

“ Prudent Industry Practices ” means those practices, methods, equipment, specifications and standards of safety and performance, as the same may change from time to time, as are commonly used by operators of truck-based crude oil gathering operations of a type and size similar to Carrier’s operation as good, safe, and prudent practices in connection with the gathering, transport, and delivery of crude oil. Prudent Industry Practices are not intended to be limited to the optimum practice or method to the exclusion of others, but rather to be a spectrum of possible but reasonable practices and methods.

Page 2 of 2

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***).

In Month 12, $4 goes against the Month 1 shortfall which when combined with the $1 from Month 4 makes a total of $5 that should be applied to the Month 1 shortfall payment - thus the remaining $5 of the Month 1 shortfall payment drops off. As a result, $3 would remain in the Tracking Account from Month 3.

In Month 13, $3 is still left in the Tracking Account and available for “repayment” back to Purchaser.

Exhibit B

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