15. Subsequent Events

On the Closing Date, under the terms of the Contribution Agreement, WNRL purchased all of the outstanding limited liability company interests of WRW from WRSW, in exchange for total consideration of $360 million. Consideration paid to WRSW included $320 million of cash and the issuance of 1,160,092 common units representing limited partner interests in WNRL. The issuance of these additional units to Western increased Western's limited partner interest in WNRL to 66.2%. We funded the cash consideration through $269 million in new borrowings under the Revolving Credit Facility and $51 million from cash on hand. Subsequent to the Closing Date, we had $31 million available under our Revolving Credit Facility.

At the Closing Date, WNRL purchased substantially all of Western’s southwest wholesale assets including assets and related inventories of WRW's lubricant distribution, southwest bulk petroleum fuels distribution and products transportation. The purchased assets were recorded at Western's historical book value as the purchase of WRW's assets was treated as a reorganization of entities under common control as required for accounting purposes.

We entered into the following agreements that have initial ten year terms with Western in connection with the Contribution Agreement:

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Product Supply Agreement – Western supplies and we purchase approximately 79,000 barrels per day of refined products for sale to our wholesale customers. The agreement includes product pricing based upon OPIS or Platts indices on the day of delivery. The agreement also contains, subject to certain exception, a covenant restricting Westerns' ability to compete in certain wholesale activities in the Southwest.

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Fuel Distribution and Supply Agreement – Western has agreed to purchase a minimum of 645,000 barrels per month of branded and unbranded motor fuels for its retail and cardlock sites at a price equal to our product cost at each terminal, plus actual transportation costs, plus a margin of $0.03 per gallon. Under the Fuel Distribution Agreement, a subsidiary of Western is obligated to offer us the first opportunity to satisfy all of its incremental branded and unbranded motor fuel requirements.


•	Crude Oil Trucking Transportation Services Agreement – Western has agreed to utilize our crude oil trucks to haul a minimum of 1.525 million barrels of crude oil each month. Western pays a flat rate per barrel based on the distance between the applicable pick-up and delivery points plus monthly fuel adjustments and customary applicable surcharges.