sc13d

0000950129-07-003753.txt : 20070803 0000950129-07-003753.hdr.sgml : 20070803 20070803161514 ACCESSION NUMBER: 0000950129-07-003753 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070803 DATE AS OF CHANGE: 20070803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Schmidt Ralph A CENTRAL INDEX KEY: 0001349643 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 915.775.3300 MAIL ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Western Refining, Inc. CENTRAL INDEX KEY: 0001339048 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 203472415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81351 FILM NUMBER: 071024265 BUSINESS ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 BUSINESS PHONE: (915) 775-3488 MAIL ADDRESS: STREET 1: 6500 TROWBRIDGE DRIVE CITY: EL PASO STATE: TX ZIP: 79905 SC 13D 1 h48716gsc13d.htm SCHEDULE 13D sc13d

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. ___)*

Western Refining, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

959319 10 4

(CUSIP Number)

Ralph A. Schmidt
6500 Trowbridge Drive
El Paso, Texas 79905
(915) 775-3300

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 2, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 8 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 959319 10 4			13D			Page 2 of 8 Pages


1	NAMES OF REPORTING PERSONS: Ralph A. Schmidt

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (see instructions):

	OO (please see Item 3)

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER:

NUMBER OF			6,515

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,018,558

WITH		10	SHARED DISPOSITIVE POWER:

			3,927

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,017,043 (1)

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	3.0%

14	TYPE OF REPORTING PERSON (see instructions):

	IN

⁽¹⁾ Of the shares indicated as beneficially owned by Mr. Schmidt, 3,927 shares are beneficially owned by WRC Refining Company (“WRCRC”), in which Mr. Schmidt holds a 0.5% interest and 1,515 shares are restricted shares that will vest over three years from the date of grant and over which shares Mr. Schmidt has sole voting power. Of the remaining 2,013,116 shares beneficially owned by Mr. Schmidt, Mr. Schmidt has sole voting power over 5,000 shares and Paul L. Foster has sole voting power and Mr. Schmidt has sole dispositive power over 2,008,116 shares.

Item 1. Security and Issuer

This statement on Schedule 13D (“Schedule 13D”) relates to common stock, $0.01 par value (“Common Stock”), of Western Refining, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 6500 Trowbridge Drive, El Paso, Texas 79905.

Item 2. Identity and Background

(a) This Schedule 13D is filed by Ralph A. Schmidt (the “Reporting Person”).

(b) The business address of the Reporting Person is 6500 Trowbridge Drive, El Paso, Texas 79905.

(c) The Reporting Person retired from active management of the Issuer on August 28, 2006 and is a non-executive director of the Issuer.

(d) — (e) During the past five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States and a resident of Schulenburg, Texas.

Item 3. Source and Amount of Funds or Other Consideration

Immediately prior to the closing of the Issuer’s initial public offering on January 24, 2006, Western Refining Company, L.P. (“WRCLP”) became a wholly-owned subsidiary of the Issuer pursuant to a Contribution Agreement, dated January 24, 2006, by and among the Issuer and the former and current general and limited partners of WRCLP (the “Contribution Agreement”). Upon the closing of the transactions contemplated by the Contribution Agreement, the Issuer issued 47,692,900 shares of its common stock to WRCRC and RHC Holdings L.P. (“RHC”) in exchange for all of the membership interests in Refinery Company, L.C., the former general partner of WRCLP, and for the limited partner interests in WRCLP, respectively. Refinery Company, L.C. then merged with and into Western Refining GP, LLC, a wholly-owned subsidiary of the Issuer. As a result, the Issuer indirectly holds all of the limited and general partner interests in WRCLP. In connection with the closing of the Contribution Agreement and prior to the closing of the offering, WRCLP distributed $147.7 million to its partners.

Each of Paul L. Foster, Jeff A. Stevens, Scott D. Weaver and the Reporting Person are limited partners in RHC, the former limited partner of WRCLP, and shareholders in WRCRC, the former member of the former general partner of WRCLP.

References to, and descriptions of the Contribution Agreement of the Issuer as set forth in this Item 3 are qualified in their entirety by reference to the Contribution Agreement filed as Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission under the Securities Exchange Act of 1934 on January 25, 2006, which is incorporated in its entirety in this Schedule 13D and filed as Exhibit (a) hereto.

Item 4. Purpose of Transaction

See Item 3 above.

On July 26, 2007, the general and limited partners of RHC namely: (i) WRCRC as general partner and (ii) Paul L. Foster, Franklin Mountain Investments Limited Partnership (“FMILP”), Jeff A. Stevens, the Reporting Person and Scott D. Weaver as limited partners (collectively with WRCRC, the “Partners”) approved a pro rata distribution in kind to the Partners of all of the shares of Common Stock of the Issuer held by RHC on August 2, 2007 (the “Distribution”). As a result of the Distribution, the Partners now directly hold the shares of Common Stock of the Issuer that they previously held indirectly through their respective ownership interests in RHC.

On August 2, 2007, the Partners entered into a Voting Agreement which provides for the voting of certain of their shares of Common Stock of the Issuer and grants an irrevocable proxy to vote such shares to Paul L. Foster, (the “Voting Agreement”). The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement which is filed as Exhibit (b) hereto and is incorporated herein by reference.

As of the date of this Schedule 13D, the Reporting Person has no plans or proposals which relate to or would result in any of the following actions, except as disclosed herein and except that the Reporting Person or his affiliates may, from time to time or at any time, subject to market and general economic conditions, the requirements of federal or state securities laws and other factors, purchase additional shares of Common Stock in the open market, in privately negotiated transactions or otherwise, or sell at any time all or a portion of the shares of Common Stock now owned or hereafter acquired by them to one or more purchasers:

	•		the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

	•		an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

	•		a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

	•		any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

	•		any material change in the present capitalization or dividend policy of the Issuer;

	•		any other material change in the Issuer’s business or corporate structure;

	•		changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

	•		causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

	•		a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

	•		any action similar to any of those enumerated above.

Depending on the factors described in the preceding paragraph, and other factors which may arise in the future, the Reporting Person may be involved in such matters and, depending on the facts and circumstances at such time, may formulate a plan with respect to such matters. In

addition, the Reporting Person may entertain discussions with, or make proposals to, the Issuer, to other stockholders of the Issuer or to third parties.

Item 5. Interest in Securities of the Issuer

(a)(i) The Reporting Person is the beneficial owner of 2,018,558 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and there being 68,161,792 shares of Common Stock outstanding as of August 2, 2007, constitutes 3.0% of the outstanding shares of Common Stock. Of the shares indicated as beneficially owned by Mr. Schmidt, 3,927 shares are beneficially owned by WRCRC, in which Mr. Schmidt holds a 0.5% interest and 1,515 shares are restricted shares that will vest over three years from the date of grant and over which shares Mr. Schmidt has sole voting power. Of the remaining 2,013,116 shares beneficially owned by the Reporting Person, the Reporting Person has sole voting power over 5,000 shares and Paul L. Foster has sole voting power and the Reporting Person has sole dispositive power over 2,008,116 shares.

(ii) Paul L. Foster is the beneficial owner of 29,306,812 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 43.0% of the outstanding shares of Common Stock.

(iii) Jeff A. Stevens is the beneficial owner of 7,248,252 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 10.6% of the outstanding shares of Common Stock.

(iv) Scott D. Weaver is the beneficial owner of 2,015,243 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 3.0% of the outstanding shares of Common Stock.

(v) FMILP is the beneficial owner of 19,277,914 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 28.3% of the outstanding shares of Common Stock.

(vi) WRCRC is the beneficial owner of 807,302 shares of Common Stock which, based on the calculations in Item 5(a)(i) above constitutes 1.2% of the outstanding shares of Common Stock.

(b)(i) Of the shares indicated as beneficially owned by the Reporting Person in Item 5(a)(i) above, the Reporting Person has shared dispositive power for 3,927 of the shares which are beneficially owned by WRCRC, in which the Reporting Person holds a 0.5% interest and 1,515 shares are restricted shares that will vest over three years from the date of grant and over which shares the Reporting Person has sole voting power. WRCRC is a Texas corporation, and its business address is 6500 Trowbridge Drive, El Paso, Texas 79905. During the past five years, WRCRC has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Of the remaining 2,013,116 shares beneficially owned by the Reporting Person, the Reporting Person has sole voting power over 5,000 shares and Paul L. Foster has sole voting power and the Reporting Person has sole dispositive power over 2,008,116 shares.

(ii) Mr. Foster has sole voting power for 40,574,250 shares of Common Stock of the Issuer. Of the shares indicated as beneficially owned by Paul L. Foster in Item 5(a)(ii) above, 6,250 are restricted shares which will vest over three years from the date of grant. Of the remaining 29,300,562 shares beneficially owned by Mr. Foster, Mr. Foster has sole dispositive

power over 9,237,334 shares and shared dispositive power over 20,063,228 shares of which 785,314 shares are beneficially owned by WRCRC, in which Mr. Foster holds a 97.3% interest and 19,277,914 shares are beneficially owned by FMILP in which Mr. Foster holds an 89.6% interest.

(iii) Of the shares indicated as beneficially owned by Jeff A. Stevens in Item 5(a)(iii) above, 4,900 shares are restricted shares that will vest over three years from the date of grant and over which Mr. Stevens has sole voting power and 14,134 of the shares are beneficially owned by WRCRC, in which Mr. Stevens holds a 1.8% interest and over which shares Mr. Stevens has shared dispositive power. Of the remaining 7,229,218 shares beneficially owned by Mr. Stevens, Paul L. Foster has sole voting power and Mr. Stevens has sole dispositive power.

(iv) Of the shares indicated as beneficially owned by Scott D. Weaver in Item 5(a)(iv) above, 3,200 shares are restricted shares over which Mr. Weaver has sole voting power and 3,927 shares are beneficially owned by WRCRC, in which Mr. Weaver holds a 0.5% interest and over which shares Mr. Weaver has shared dispositive power. Of the remaining 2,008,116 shares beneficially owned by Mr. Weaver, Paul L. Foster has sole voting power and Mr. Weaver has sole dispositive power.

(v) Of the shares indicated as beneficially owned by FMILP in Item 5(a)(v) above, FMILP has shared dispositive power over all of the shares. Paul L. Foster holds an 89.6% interest in FMILP and is the sole stockholder and President of Franklin Mountain, G.P., LLC, the General Partner of FMILP and as such, may be deemed to have dispositive power over all of its shares. Pursuant to the Voting Agreement as described in Item 4 herein, Mr. Foster has sole voting power over the shares beneficially held by FMILP.

(vi) Of the shares indicated as beneficially owned by WRCRC in Item 5(a)(vi) above, WRCRC has shared dispositive power over all of the shares. Paul L. Foster holds a 97.3% interest in WRCRC and is the President, controlling stockholder and Chief Executive Officer of WRCRC and as such, may be deemed to have dispositive power over all of its shares. Pursuant to the Voting Agreement as described in Item 4 herein, Mr. Foster has sole voting power over the shares beneficially held by WRCRC.

(c) Except as described in Item 4 of this Schedule 13D or elsewhere in this Schedule 13D, the Reporting Person, Paul L. Foster, Jeff A. Stevens, Scott D. Weaver, FMILP and WRCRC have not effected any transactions in the Common Stock during the past 60 days.

(d) No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information provided or incorporated by reference in Items 3 and 4 of this Schedule 13D is hereby incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits

(a) Current Report on Form 8-K for Western Refining, Inc., dated January 24, 2006 and filed January 25, 2006 (File No. 001-32721) is incorporated herein by reference.

(b) Voting Agreement dated as of August 2, 2007, by and among the certain stockholders of Western Refining, Inc. listed on the signature pages thereto.

Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 3, 2007



	/s/ Ralph A. Schmidt
	Ralph A. Schmidt

EXHIBIT INDEX

Voting Agreement dated as of August 2, 2007 by and among the certain stockholders of Western Refining, Inc. listed on the signature pages thereto.

EX-99.B 2 h48716gexv99wb.htm VOTING AGREEMENT exv99wb

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”), dated as of August 2, 2007, is by and among those certain stockholders of Western Refining, Inc., a Delaware corporation (the “Company”) who are parties hereto as listed on Schedule 1 hereto (each a “Stockholder,” and collectively the “Stockholders”).

RECITALS

WHEREAS, prior to the Schmidt Distribution and the Partner Distribution (as each is defined below), RHC Holdings, L.P. (“RHC”) owned 40,162,320 shares of common stock of the Company;

WHEREAS, pursuant to that certain Written Consent of Partners of RHC Holdings, L.P., dated as of May 7, 2007 (the “Schmidt Consent”), the partners of RHC approved a distribution (the “Schmidt Distribution”) of 502,029 shares of common stock of the Company, previously owned by RHC, to Ralph A. Schmidt (the “Schmidt Common Stock”);

WHEREAS, pursuant to that certain Written Consent of Partners of RHC Holdings, L.P., dated as of July 26, 2007 (the “Partner Consent”), the partners of RHC approved a distribution on August 2, 2007 (the “Partner Distribution”) of the remaining shares of common stock of the Company owned by RHC, to the partners of RHC (the “RHC Common Stock”);

WHEREAS, as of the date of this Agreement, WRC Refining Company (“WRC”) owns 405,680 shares of common stock of the Company (together with the Schmidt Common Stock and the RHC Common Stock, the “Subject Common Stock”) that WRC acquired in connection with the Company’s initial public offering in January of 2006 (the “IPO Transaction”);

WHEREAS, each Stockholder is a partner of RHC and pursuant to the Schmidt Consent, the Partner Consent or the IPO Transaction, as applicable, became the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of, and such Stockholder is entitled to vote (or to direct the voting of), the number of shares of Subject Common Stock as set forth next to such Stockholder’s name on Schedule 1 hereto; and

WHEREAS, to induce Paul L. Foster (“Foster”) to consent to the Partner Distribution, the other Stockholders agreed to enter into this Agreement and grant Foster the proxy rights described herein.

NOW THEREFORE, in consideration of the premises set forth above and for other good and valuable consideration, receipt of which is hereby acknowledged, the Stockholders agree as follows:

1. Term of the Agreement. This Agreement shall terminate, and no Stockholder shall have any rights or obligations hereunder, and this Agreement shall become null and void and have no effect at the earliest to occur of (i) ten (10) years after the date hereof, (ii) with respect to each Stockholder individually, the date on which such Stockholder no longer is a beneficial owner of any shares of Subject Common Stock or (iii) with respect to each share of Subject Common

Stock, the date on which such share of Subject Common Stock is no longer owned by a Stockholder (the “Term”); provided, that termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against any other party hereto for such party’s breach of any of the terms of this Agreement.

2. Grant of Irrevocable Proxy. Each Stockholder hereby grants to, and is deemed to have executed in favor of, Foster a proxy to vote, or to give written consent with respect to the power and authority to vote, the shares of Subject Common Stock owned by such Stockholder. Each Stockholder also agrees to sign, execute and deliver a separate written proxy or other instrument as may reasonably be requested in furtherance of this Agreement. Furthermore, the parties hereto acknowledge and agree that each proxy granted under this Section 2 is coupled with an interest and shall be irrevocable for the Term of this Agreement.

3. Representations and Warranties of Stockholders. Each Stockholder, severally and not jointly, hereby represents and warrants to the other Stockholders as follows:

a. Due Authority. Such Stockholder has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Such Stockholder has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by such Stockholder, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by equitable principles.

b. Ownership of Shares. Such Stockholder legally or beneficially owns (within the definition of Rule 13d-3 under the Securities Exchange Act of 1934) the number of shares of Subject Common Stock set forth next to such Stockholder’s name on Schedule 1 hereto. The number of shares of Subject Common Stock so set forth are all of the shares of Subject Common Stock directly legally or beneficially owned by such Stockholder. Such Stockholder has sole voting power with respect to all of the shares of Subject Common Stock set forth next to such Stockholder’s name on Schedule 1 hereto, with no limitations, qualifications or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement.

c. No Conflicts. (i) No filing with any governmental authority, and no authorization, consent or approval of any other person is necessary for the execution of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby (it being understood that nothing herein shall prevent a Stockholder’s compliance with Section 13(d) or Section 16 of the Exchange Act) and (ii) none of the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof shall (A) result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract, understanding, agreement or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder’s shares of Subject Common Stock or assets may be bound, or (B) violate any applicable order, writ, injunction, decree,

judgment, statute, rule or regulation which could reasonably be expected to adversely affect such Stockholder’s ability to perform its obligations under this Agreement.

4. Miscellaneous.

a. Notices. All notices shall be in writing and delivered by (i) personal delivery by hand, (ii) facsimile, (iii) overnight courier or (iv) email, in each case at the following addresses, facsimile numbers and email addresses (or to such other address, facsimile number or email address as a Stockholder may specify by notice given to the Stockholders pursuant to this provision):


	Paul L. Foster:	6500 Trowbridge Drive
		El Paso, Texas 79905
	Facsimile:	915-775-5587
	Email:	paul.foster@wnr.com

Franklin Mountain Investments
Limited Partnership:		c/o Paul L. Foster
		6500 Trowbridge Drive
		El Paso, Texas 79905
	Facsimile:	915-775-5587
	Email:	paul.foster@wnr.com

	Jeff A. Stevens:	6500 Trowbridge Drive
		El Paso, Texas 79905
	Facsimile:	915-775-5587
	Email:	jeff.stevens@wnr.com

	Ralph A. Schmidt:	2925 Piano Bridge Road
		Schulenburg, Texas 78956
	Facsimile:	979-561-8230
	Email:	ralph.schmidt@wnr.com

	Scott D. Weaver:	6500 Trowbridge Drive
		El Paso, Texas 79905
	Facsimile:	915-775-5587
	Email:	scott.weaver@wnr.com

WRC Refining Company:
		c/o Paul L. Foster:
		6500 Trowbridge Drive
		El Paso, Texas 79905
	Facsimile:	915-775-5587
	Email:	paul.foster@wnr.com

Notice shall be deemed received on the business day following the day such notice is sent by one of the foregoing methods.

b. Stockholder Capacity. Each Stockholder executes this Agreement solely in such Stockholder’s capacity as the record holder or direct beneficial owner of such Stockholder’s shares of Subject Common Stock. Without limiting the foregoing, nothing in this Agreement shall limit or affect the ability of a director or officer of the Company to take any action as may be advisable or necessary in the discharge of his or her fiduciary duties as such director or officer, and without regard to whether he or she is, without limitation, (i) a trustee or co-trustee of one or more Stockholders, (ii) an officer, consultant or other representative of a Stockholder or of a trustee or co-trustee of one or more Stockholders, or (iii) a beneficiary of one or more Stockholders.

c. Publication. Each Stockholder hereby permits the Company to publish and disclose in any proxy statement or information statement (including all documents and schedules filed with the Securities and Exchange Commission) relating to the Stockholder’s identity and ownership of shares of Subject Common Stock and the nature of such Stockholder’s commitments, arrangements, and understandings pursuant to this Agreement.

d. Further Actions. Each of the parties hereto agrees that it will use its reasonable best efforts to do all things necessary to effectuate this Agreement.

e. Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the subject matter contained herein and supersedes all prior agreements and understandings, oral and written, with respect thereto.

f. Binding Effect; Benefit; Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their heirs, estates, successors and assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, except by will or by the laws of descent and distribution, without the prior written consent of each of the other parties. Nothing in this Agreement, expressed or implied, is intended to confer on any person, other than the parties hereto, any rights or remedies.

g. Amendments, Waivers, etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by all of the relevant parties hereto.

h. Specific Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

i. Remedies Cumulative. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

j. No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

k. Governing Law; Waiver of Jury Trial; Attorney’s Fees. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE PREVAILING PARTY IN ANY DISPUTE SHALL BE ENTITLED TO RECEIVE ATTORNEY’S FEES AND EXPENSES ASSOCIATED WITH THE DISPUTE FROM THE NON-PREVAILING PARTY.

l. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Houston, Texas, in accordance with the rules, then obtaining, of the American Arbitration Association. Judgment upon the award rendered may be entered in any court having jurisdiction thereof.

m. Headings. The descriptive headings of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

n. Counterparts; Facsimiles. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. A signature transmitted by facsimile shall be treated for all purposes by the parties hereto as an original, shall be binding upon the party transmitting such signature without limitation.

o. No Ownership Interest. Nothing contained in this Agreement shall otherwise be deemed to vest in any Stockholder any direct or indirect ownership interest in or with respect to any shares of Subject Common Stock of any other Stockholder, nor shall anything in this Agreement be deemed to restrict the ability of any Stockholder to sell, pledge or otherwise transfer any shares of Subject Common Stock owned by such Stockholder. Except as otherwise provided in this Agreement, all other rights, ownership and economic benefits of and relating to any shares of Subject Common Stock shall remain with and belong to the owner of such Subject Common Stock, and no other Stockholder shall have the authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct any other Stockholder in the voting of such Stockholder’s shares of Subject Common Stock.

p. Subject Common Stock. Solely for the avoidance of doubt and notwithstanding anything to the contrary contained herein, this Agreement shall only apply to the Subject Common Stock and shall not apply to any other previously- or after-acquired shares of common stock of the Company, currently or hereafter, directly or indirectly owned by any party hereto.

q. Legend. The share certificates representing the Subject Common Stock shall bear a legend substantially to the following effect: “The Shares represented by this certificate are subject to the rights and obligations set forth in the Voting Agreement dated as of August 2, 2007 among the stockholders of Western Refining, Inc. named therein”.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement is executed as of the date first stated above.


		WRC REFINING COMPANY, a Texas corporation

		By:		/s/ Paul L. Foster
				Paul L. Foster, President

				/s/ Paul L. Foster

		Paul L. Foster

		FRANKLIN MOUNTAIN INVESTMENTS LIMITED PARTNERSHIP

		By:		Franklin Mountain GP, L.L.C.
				General Partner

				By: /s/ Paul L. Foster

				Name: Paul L. Foster
				Title: President



	/s/ Jeff A. Stevens
	Jeff A. Stevens



	/s/ Sharon Stevens
	Sharon Stevens, Spouse



	/s/ Ralph A. Schmidt
	Ralph A. Schmidt



	/s/ Linda Schmidt
	Linda Schmidt, Spouse



	/s/ Scott D. Weaver
	Scott D. Weaver

Schedule 1


	Subject Common
Stockholder	Stock
WRC Refining Company		807,302
Paul L. Foster		9,237,334
Franklin Mountain Investments Limited Partnership		19,277,914
Jeff A. Stevens		7,229,218
Ralph A. Schmidt		2,008,116
Scott D. Weaver		2,008,116