Amendment No. 4 to Pipeline and Gathering Services Agreement, dated October 16, 2013, by and among Western Refining Company, L.P., Western Refining Southwest, Inc. and Western Refining Pipeline, LLC

This AMENDMENT NO. 4 TO PIPELINE AND GATHERING SERVICES AGREEMENT, dated as of the 29th day of June, 2018 (this “Amendment”), is by and between (a) Western Refining Pipeline, LLC, a Delaware limited liability company (“WRPG”), and (b) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”, together with WRSW, “WNR”). WRPG and WNR are each referred to herein as a “Party” and collectively referred to herein as the “Parties”.

WHEREAS, the Parties entered into that certain Pipeline and Gathering Services Agreement, dated as of October 16, 2013 (as may have been previously amended, the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement pursuant to the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

28.10    Service Orders. WRPG and WNR may enter into one or more service orders related to the gathering and pipeline transportation of crude oil under the Agreement substantially in the form attached hereto as Exhibit 1 (each, a “Service Order”). Upon a request by WNR or as deemed necessary or appropriate by WRPG in connection with the gathering and transportation of crude oil pursuant hereto, WRPG shall generate a Service Order to set forth specific terms and conditions for the gathering and pipeline transportation of crude oil described therein. No Service Order shall be effective until fully executed by both WRPG and WNR. In the case of any conflict between the terms of this Agreement and the terms of any Service Order, the terms of the applicable Service Order shall govern. Items available for inclusion on a Service Order include, but are not limited to:

(i)    Minimum Commitments

(ii)    Minimum Mainline Movement Fee pursuant to Section 4.2

(iii)    Minimum Truck Offloading Fee pursuant to Section 4.3;

(iv)    Minimum Gathering and Injection Fee pursuant to Section 4.4;

(v)    Minimum Storage Reservation Fee pursuant to Section 4.5;

(vi)    Additional services pursuant to Section 4.6 and the rate to be charged therefor pursuant to Section 6.3;

(vii)    Surcharges pursuant to Section 6.1; and

(viii)    Mainline Movement Fee adjustments pursuant to Section 6.2.

4.7    Materials stored in or removed from the Pipeline and Gathering System shall at all times remain owned by WNR, and WNR shall always remain responsible for, at WNR’s sole cost, receiving custody of all of its materials to be removed from the Pipeline and Gathering System, making appropriate arrangements to receive custody in a manner acceptable to WRPG, and disposal of such material after custody is returned to WNR. WNR shall be responsible for any fees and costs associated with the disposal of hazardous waste (unless caused by WRPG’s negligence). WRPG shall have no obligations regarding disposition of such materials, other than to return custody to WNR.

contained in a written amendment of the Agreement executed by the Parties after the execution and delivery of this Amendment, and no Party shall be bound by or liable for any alleged representation, promise, agreement, inducement or statement of intention not set forth in this Amendment or the Agreement.

This Service Order is entered as of______ ___, 20__, by and between (a) Western Refining Pipeline, LLC, a Delaware limited liability company (“WRPG”), and (b) Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), and Western Refining Company, L.P., a Delaware limited partnership (“WRCLP”, together with WRSW, “WNR”), pursuant to and in accordance with the terms of the Pipeline and Gathering Services Agreement, dated effective as of October 16, 2013 (as may have been previously amended, the “Agreement”) by and among such parties.

Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Pursuant to Section 28.10 of the Agreement, the Parties agree to the following provisions:

[Insert applicable provisions]

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