Exhibit 2.2
AMENDMENT NO. 1. TO
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
This Amendment No. 1 to Contribution, Conveyance and Assumption Agreement dated as of October 15, 2014 (this
“
Amendment
”
)
to the Contribution, Conveyance and Assumption Agreement, dated as of September 25, 2014 (the
“
Agreement
”
),
is made and entered into by and among Western Refining, Inc., a Delaware corporation (
“
Western
”
),
Western
Refining Southwest, Inc., an Arizona corporation (
“
WRSW
”
),
Western Refining Logistics, LP, a Delaware limited partnership (the
“
Partnership
”
),
and Western Refining Logistics GP, LLC, a Delaware limited liability company and general partner of the
Partnership (the
“
General Partner
”
).
Western, the General Partner and the Partnership are sometimes referred to in this
Agreement individually as a
“
Party
”
and collectively as the
“
Parties
.
”
RECITALS
:
WHEREAS, the Parties have entered into the Agreement, pursuant to which Western has agreed to cause WRSW, its
wholly owned subsidiary, to contribute 100% of the outstanding limited liability company interests of Western Refining Wholesale,
LLC, a Delaware limited liability company, to the Partnership; and
WHEREAS, the Parties desire to amend certain provisions of the Agreement pursuant to Section 10.7 of the Agreement,
as more particularly set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual undertakings and agreements contained in the Agreement and this
Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
1.1
Definitions
.
Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.
1.2
Interpretations.
The provisions of Section 10.10 of the Agreement shall apply
mutatis mutandis
to this Amendment.
