ex10-14.htm


    Exhibit 10.14

    
      
        

      




    SIXTEENTH
AMENDMENT

    FRONTIER
PRODUCTS OFFTAKE AGREEMENT

    EL
DORADO REFINERY

    


    


    This Sixteenth Amendment to the
Frontier Products Offtake Agreement, El Dorado Refinery (“Sixteenth Amendment”)
by and between Frontier Oil and Refining Company, a Delaware corporation
(“FORC”) and Shell Oil Products US (SOPUS), assignee of Equiva Trading Company
(“ETCo”) is made and entered into this   day of
December, 2009.  FORC and SOPUS are sometimes referred to herein
individually as a Party and collectively as the Parties.

    


    WITNESSETH:

    


    WHEREAS, the Parties entered into the
Frontier Products Offtake Agreement, El Dorado Refinery dated October 19, 1999
(hereinafter referred to as (“the Agreement”) and desire to amend certain
provisions of the Agreement; and

    


    WHEREAS, the Parties entered into the
First Amendment, Products Offtake Agreement, El Dorado Refinery dated the
18th day
of September, 2000 (hereinafter referred to as the “First Amendment”);
and

    


    WHEREAS, the Parties entered into the
Second Amendment, Products Offtake Agreement, El Dorado Refinery dated the
21st day
of September, 2000 (hereinafter referred to as the “Second Amendment”);
and

    


    WHEREAS, the Parties entered into the
Third Amendment, Products Offtake Agreement, El Dorado Refinery dated the
19th day
of December, 2000 (hereinafter referred to as the “Third Amendment”);
and

    


    WHEREAS, the Parties entered into the
Fourth Amendment, Products Offtake Agreement, El Dorado Refinery dated the
22nd day
of February, 2001 (hereinafter referred to as the “Fourth Amendment”);
and

    


    WHEREAS, the Parties entered into the
Fifth Amendment, Products Offtake Agreement, El Dorado Refinery dated the
14th day
of August, 2001 (hereinafter referred to as the “Fifth Amendment”);
and

    


    WHEREAS, the Parties entered into the
Sixth Amendment, Products Offtake Agreement, El Dorado Refinery dated the 5th day
of November, 2001 (hereinafter referred to as the “Sixth Amendment”);
and

    


    WHEREAS, the Parties entered into the
Seventh Amendment, Products Offtake Agreement, El Dorado Refinery dated the
22nd day
of April 2002 (hereinafter referred to as the “Seventh Amendment”);
and

    


    WHEREAS, the Parties entered into the
Eight Amendment, Products Offtake Agreement, El Dorado Refinery dated the
30th day
of May 2003 (hereinafter referred to as the “Eight Amendment”);

    


    WHEREAS,
the Parties entered into the Ninth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 25th day
of May 2004 (hereinafter referred to as the “Ninth Amendment”); and

    


    WHEREAS,
the Parties entered into the Tenth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 3rd day
of May 2005 (hereinafter referred to as the “Tenth Amendment”); and

    


    WHEREAS,
the Parties entered into the Eleventh Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 31st 
day of March 2006 (hereinafter referred to as the “Eleventh Amendment”);
and

    


    WHEREAS,
the Parties entered into the Twelfth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 11th 
day of May 2006 (hereinafter referred to as the “Twelfth Amendment”);
and

    


    WHEREAS,
the Parties entered into the Thirteenth Amendment, Products Offtake Agreement,
El Dorado Refinery dated the 30th 
day of September 2007 (hereinafter referred to as the
“Thirteenth  Amendment”); and

    


    WHEREAS,
the Parties entered into the Fourteenth Amendment, Products Offtake Agreement,
El Dorado Refinery dated the 7th day of April 2008 (hereinafter referred to as
the “Fourteenth  Amendment”); and

    


    WHEREAS,
the Parties entered into the Fifteenth Amendment, Products Offtake Agreement, El
Dorado Refinery dated the 28th day of May 2008 (hereinafter referred to as the
“Fifteenth Amendment”);

    


    WHEREAS, the Parties desire to modify
the pricing of #1 Fuel Oil: and

    


    WHEREAS, the Parties recognize that to
modify the pricing of #1 Fuel Oil, requires an amendment to the Product Pricing
paragraph for  Schedule E – #1 Fuel Oil as previously amended by the
Second and Ninth Amendments and the addition of new paragraph titled
“Provisional Product Pricing”; and

    


    WHEREAS, the Parties desire to amend
and restate only  the  Product Pricing paragraph
for  Schedule E - #1 Fuel Oil and to add a new paragraph for
Provisional Product Pricing to Schedule E - #1 Fuel Oil in this Sixteenth
Amendment; and

    


    WHEREAS,
the Parties desire to make this Sixteenth Amendment effective beginning with
product delivered November 1, 2009; and

    


    NOW, THEREFORE, in consideration of the
mutual promises and covenants set forth below the Parties agree to amend and
restate portions of Schedule E – #1 Fuel Oil and covenant as
follows:

    


     Product Pricing –
SOPUS will pay Frontier the mean of the monthly low and high price for #1 Fuel
Oils ,    which is quoted by Platte’s Oil Service as Ultra
Low Sulfur Diesel #1in cents per gallon FOB custody transfer point plus 0.15
cents per gallon.  SOPUS will pay Frontier an additional 0.40 cents
per gallon for deliveries to the El Dorado truck rack.  SOPUS will pay
Frontier the published Magellan Pipeline Lubricity Fee for all #1 Fuel Oil at
the El Dorado truck rack.  SOPUS will pay Frontier the published
Magellan Pipeline Red Dye Fee for all red dye #1 Fuel Oil at the El Dorado truck
rack..  If there are no quotes by Platte’s Oil Service for ULSD #1
during any month the price will be as agreed by both Parties.

    


    
      	
               
      

            	
              Provisional
      Product Pricing – SOPUS will pay Frontier the mean of the prior
      week’s weekly average low and high price for Ultra Low Sulfur Diesel #1
      published by Platte’s Oil Service for Group 3, FOB the custody transfer
      point, plus 0.15 cents per gallon. The previous week’s mean shall be
      calculated as the arithmetic average of the Platt’s effective low and high
      quotes for Ultra Low Sulfur Diesel #1s for Monday through Friday of the
      previous week and shall be effective for delivers from Tuesday of the
      current week through Monday of the next
week.

            


    

    


    EFFECTIVE
DATE

    


    This Sixteenth Amendment will be
effective beginning with product delivered November 1, 2009.

    


    Except as explicitly stated herein, no
other provisions of the Agreement, or any prior Amendments are affected by the
Sixteenth Amendment and they remain in full force and effect.

    


    In witness whereof, the Parties have
below affixed the signature of their authorized representatives, who warrant
that they are legally empowered to bind the Party on whose behalf they have
signed.

    


    


    Frontier
Oil and Refining
Company                                                                             Shell
Oil Products US

    


    By      /s/
Michael C.
Jennings                                                                                     
By      /s/ Tom N. Smith

    Name
Michael C. Jennings      
                                                                                    
Name  Tom N. Smith

    Title  President
&
CEO             
                                                                                     Title    President

    Date  February
16, 2010                                                                                          Date    February
9, 2010