Second Amendment to Purchase and Sale Agreement between Bloomfield Refining Company and Gary-Williams Energy Corporation, as Sellers and Giant Industries Arizona, Inc. as Buyer This Second Amendment (the "Second Amendment") to the Purchase and Sale Agreement dated as of August 8, 1995, is entered into as of the 2nd day of October, 1995. Recitals WHEREAS, as of August 8, 1995, Bloomfield Refining Company, a Delaware corporation ("BRC") with an address of 370 Seventeenth Street, Suite 5300, Denver, Colorado 80202, Gary-Williams Energy Corporation, a Delaware corporation ("GWEC"), with an address of 370 Seventeenth Street, Suite 5300, Denver, Colorado 80202 (BRC and GWEC are referred to collectively as "Sellers"), and Giant Industries Arizona, inc., an Arizona corporation ("Buyer"), with an address of 23733 North Scottsdale Road, Scottsdale, Arizona 85255, entered into a Purchase and Sale Agreement (the "Purchase and Sale Agreement"). WHEREAS, Section 1.01 of the Purchase and Sale Agreement defined the Effective Time as 7:00 AM on the Closing Date. WHEREAS, Buyer and Sellers wish to amend the Purchase and Sale Agreement to change the Effective Time from 7:00 AM to 12:01 AM as of the Closing Date. NOW, THEREFORE, for and in consideration of the premises and the mutual advantages accruing to each of the parties, it is mutually agreed as follows: Agreements 1. The definition of "Effective Time" in the Purchase and Sale Agreement is amended to read as follows: "Effective Time" shall mean 12:01 AM on the Closing Date, as such time is customarily observed in Bloomfield, New Mexico. 2. All other Sections of the Purchase and Sale Agreement referencing the "Effective Time" shall be modified as necessary to give effect to the time change referenced above. 3. Except as noted otherwise in this Second Amendment, all defined terms shall have the meaning attributed to them in the Purchase and Sale Agreement. 4. Except as noted otherwise in this Second Amendment, all other terms and conditions of the Purchase and Sale Agreement, as amended, are unchanged and remain in full force and effect. Executed as of the date first above mentioned. SELLERS: BLOOMFIELD REFINING COMPANY, a Delaware corporation By: /s/ DAVID J. YOUNGGREN ______________________________________ David J. Younggren, Senior Vice President GARY-WILLIAMS ENERGY CORPORATION, a Delaware corporation By: /s/ DAVID J. YOUNGGREN ______________________________________ David J. Younggren, Senior Vice President BUYER: GIANT INDUSTRIES ARIZONA, INC., an Arizona corporation By: /s/ FREDRIC L. HOLLIGER ______________________________________ Fredric L. Holliger, Executive Vice President